SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Johnny Cheng
Chief Financial Officer
HUTCHMED (China) Limited
48th Floor
Cheung Kong Center
2 Queen's Road Central
Hong Kong

 Re: HUTCHMED (China) Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 Response dated May 27, 2025
 File No. 001-37710
Dear Johnny Cheng:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Davis Polk & Wardwell
 Hong Kong Solicitors
 The Hong Kong Club Building
 3A Chater Road
 Hong Kong
 davispolk.com

 Resident Hong Kong Partners

 James C. Lin *
Martin Rogers **
Miranda So *
 James Wadham **
Xuelin Wang *

 Hong Kong Solicitors
* Also Admitted in New York
** Also Admitted in England and Wales

 May 27, 2025

 Re:

 HUTCHMED (China) Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-37710
 Responses to the Staff's Comments on the filing of Form 20-F

 Confidential

 Gary Newberry

 Kevin Kuhar

 Jessica Dickerson

 Alan Campbell

 Division of Corporation Finance

 Office of Life Sciences

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

 On behalf of HUTCHMED (China) Limited (the " Company "),
a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the " Staff ") of the Securities
and Exchange Commission (the " Commission ") this letter setting the Company's responses to the comments contained
in the Staff's letter dated May 14, 2025 on the Company's filing of Form 20-F for Fiscal Year Ended December 31, 2024, submitted
on March 19, 2025 (the " 2024 Form 20-F ").

 The Company has responded to all of the
Staff's comments and plans to revise its next upcoming Form 20-F filing to address the comments. The Staff's comments
are repeated below in bold, followed by the Company's response to such comments. We have included page numbers to refer to the
location in the 2024 Form 20-F where the language addressing a particular comment appears. Capitalized terms not defined herein
shall have the meaning given to them in the 2024 Form 20-F.

 *          *          *         *

 Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

 Form 20-F for Fiscal Year Ended December 31, 2024

 Risk Factors

 Other Risks and Risks Relating to Doing Business in China

 We are subject to stringent privacy and cybersecurity laws...,
page 49

 1. In future filings, to the extent applicable, please revise to provide risk factor disclosure explaining whether there are any commensurate
laws or regulations in Hong Kong or Macau which result in oversight over data security and explain how this oversight impacts your business
and the offering and to what extent you believe that you are compliant with the regulations or policies that have been issued.

 In response to the Staff's comment, the Company proposes
to include the following revised disclosure (page reference is made to the 2024 Form 20-F to illustrate the approximate location of the
disclosure) in its future Form 20-F filings (with additions underlined ), subject to updates and adjustments to be made in connection
with any material development of the subject matter being disclosed, including the anticipated implementation of the Critical Infrastructure
Ordinance mentioned in the additions below, which is expected to take effect on January 1, 2026.

 Pages 49 to 52

 We are subject to stringent privacy and cybersecurity
laws, information security policies and contractual obligations related to data privacy and security, and we may be exposed to risks related
to our management of the medical data of subjects enrolled in our clinical trials and other personal or sensitive information.

 …

 We believe, to the best of our knowledge, our business operations
do not violate any of the above laws and regulations currently in force in all material aspects. We have been taking and will continue
to take reasonable measures to comply with applicable data privacy, data protection and cybersecurity laws. We cannot guarantee the effectiveness
of the measures undertaken by us and business partners, and such measures may still be determined as insufficient, improper, or even as
user-privacy invasive, by the relevant authorities, which may result in penalties against us. Complying with all applicable laws, regulations,
standards and obligations relating to data privacy, security, and transfers may cause us to incur substantial operational costs or require
us to modify our data processing practices and processes. To the extent that we need to alter our business model or practices to adapt
to these announcement and provisions and future regulations, laws and policies, we could incur additional expenses. We cannot assure you
we can adapt our operations to it in a timely manner. Non-compliance could result in proceedings against us by data protection authorities,
governmental entities or others, including class action privacy litigation in certain jurisdictions, which would subject us to significant
fines, penalties, judgments and negative publicity. In addition, if our practices are not consistent or viewed as not consistent with
legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing
laws, regulations and standards, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations,
loss of export privileges, severe criminal or civil sanctions and reputational damage. Any of the foregoing could have a material adverse
effect on our competitive position, business, financial conditions, results of operations and prospects.

 2

 We may also be subject to a variety of laws and other
obligations regarding data protection in Hong Kong. The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the
"PDPO"). The PDPO states that any person who, either alone or jointly or in common with other persons, controls the collection,
holding, processing or use of personal data (the "data user") shall not do any act, or engage in a practice, that contravenes
any of the data protection principles set out in Schedule 1 to the PDPO (the "Data Protection Principles") unless the act
or practice, as the case may be, is required or permitted under the PDPO. Personal data means any data (a) relating directly or indirectly
to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained;
and (c) in a form in which access to or processing of the data is practicable. The Data Protection Principles set out, among other things,
that (1) personal data must be collected in a lawful and fair way, for a purpose directly related to a function or activity of the data
user and data subjects must be notified, on or before collecting the data, of the purpose for which the data is to be used and the classes
of persons to whom the data may be transferred and (2) all practicable steps must be taken to ensure that any personal data held by a
data user is protected against unauthorized or accidental access, processing, erasure, loss or use

 We believe that, to the best of our knowledge, our operations
in Hong Kong are in compliance with the PDPO in all material aspects. The Company has minor operations in Macau. As of the date of this
annual report, we do not believe that the laws and regulations in Hong Kong and Macau regarding data security, which impose protocols
and obligations regarding the handling of personal data, would have any material adverse impact on our business.

 Separately, Hong Kong also passed the Protection of Critical
Infrastructure (Computer Systems) Ordinance (Cap. 653) (the "Critical Infrastructure Ordinance") in March 2025 (which has
come into effect on January 1, 2026). Under the Critical Infrastructure Ordinance, entities designated critical infrastructure operators
(i.e., organizations that operate critical infrastructures where the infrastructures are "specified critical infrastructure"
that the Commissioner of Critical Infrastructure determines is necessary to protect, the "CIOs") will be subject to certain
organisational, preventative and reporting obligations, including (i) maintaining an office in Hong Kong, (ii) setting up and maintaining
a computer-system security management unit and plan, and (iii) adhering to strict incident reporting timelines. As of the date of
this annual report, the Company has not been designated a CIO.

 If we were designated as a CIO under the Critical Infrastructure
Ordinance, and/or if future laws and regulations in Hong Kong or Macau were to result in oversight over data security that materially
impacts our business in the applicable jurisdiction, we may be required to incur additional cost to ensure our compliance with such laws
and regulations, which may affect our business, financial condition, and results of operations.

 Risks Relating to Our ADSs

 We are a Cayman Islands company..., page 83

 2. We note your disclosure that "[t]o the extent [y]our directors and executive officers reside in China or their assets are
located in China, it may not be possible for investors to effect service of process upon [you] or [y]our management inside China."
In future filings, please revise this risk factor to clearly disclose whether any of your directors and executive officers reside in China
and whether their assets are located in China.

 In response to the Staff's comment, the Company proposes
to include the following revised disclosure (page reference is made to the 2024 Form 20-F to illustrate the approximate location of the
disclosure) in its future Form 20-F filings (with deletions shown as strikethrough and additions underlined ),
subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

 3

 The Company further submits to the Staff that "China"
or "PRC" refers to, as defined therein, the People's Republic of China including Hong Kong and Macau in the 2024 Form
20-F. Only in the context of describing PRC rules, laws, regulations, regulatory authority, and any PRC entities or citizens under such
rules, laws and regulations and other legal or tax matters in the 2024 Form 20-F, excludes Taiwan, Hong Kong, and Macau. The Company has
also specified in the 2024 Form 20-F that the legal and operational risks associated with operating in China also apply to its operations
in Hong Kong under the same definition.

 Page 83

 We are a Cayman Islands company. As judicial precedent
regarding the rights of shareholders under Cayman Islands law is different from U.S. law, English law or Hong Kong law, shareholders may
have different shareholder rights than they would have under U.S. law, English law or Hong Kong law and may face difficulties in protecting
your interests.

 …

 Most of our directors and executive officers reside outside
of the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult
or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that
your rights have been infringed under the securities laws of the United States or otherwise. In addition, some of our operating subsidiaries
are incorporated in China. To the extent our directors and executive officers reside in China or their assets are located in China,
it may not be possible for investors to effect service of process upon us or our management inside China. Certain of our directors
and executive officers reside within China, and a portion of our assets and the assets of those persons are located within China. It may
be difficult for investors to effect service of process upon us or those persons inside mainland China or to enforce against us or them
in mainland China any judgments obtained from courts outside mainland China. Mainland China is not a party to treaties providing for the
reciprocal recognition and enforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western countries.
Even if you are successful in bringing an action, the laws of the Cayman Islands and mainland China may render you unable to enforce
a judgment against our assets or the assets of our directors and officers. Whilst there is no statutory recognition in the Cayman Islands
of judgments obtained in the United States, Hong Kong or mainland China, the courts of the Cayman Islands would recognize as a valid judgment,
a final and conclusive judgment in personam obtained in such courts against the Company under which a sum of money is payable (other than
a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty)
or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a)
such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural
justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary
to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering
of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the
Cayman Islands.

 Report of Independent Registered Public Accounting Firm, page
F-2

 3. In future filings, please have the auditor disclose the year they began serving consecutively as your auditor to conform to PCAOB
AS 3101.10(b).

 The Company respectfully advises the Staff that the Company's
auditor has begun serving consecutively as the Company's auditor since 2021. In response to the Staff's comment, a statement
on auditor's tenure will be included in future filings. The Company's auditor has included a statement on the auditor's
tenure in the manually signed auditor's report and will continue to include such statement in the future.

 *       
  *           *          *

 4

 If you have any questions regarding this submission,
please contact James C. Lin at +852 2533-3368 ( james.lin@davispolk.com ).

 Thank you again for your time and attention.

 Yours sincerely,

 /s/ James C. Lin

 James C. Lin

 cc: Mr. Johnny Cheng, Chief Financial Officer

 HUTCHMED (China) Limited

 5

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

Johnny Cheng
Chief Financial Officer
HUTCHMED (China) Limited
48th Floor
Cheung Kong Center
2 Queen's Road Central
Hong Kong

 Re: HUTCHMED (China) Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-37710
Dear Johnny Cheng:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Risk Factors
Other Risks and Risks Relating to Doing Business in China
We are subject to stringent privacy and cybersecurity laws..., page 49

1. In future filings, to the extent applicable, please revise to provide
risk factor
 disclosure explaining whether there are any commensurate laws or
regulations in
 Hong Kong or Macau which result in oversight over data security and
explain how
 this oversight impacts your business and the offering and to what extent
you
 believe that you are compliant with the regulations or policies that
have been issued.
 May 14, 2025
Page 2
Risks Relating to Our ADSs
We are a Cayman Islands company..., page 83

2. We note your disclosure that "[t]o the extent [y]our directors and
executive officers
 reside in China or their assets are located in China, it may not be
possible for investors
 to effect service of process upon [you] or [y]our management inside
China." In future
 filings, please revise this risk factor to clearly disclose whether any
of your directors
 and executive officers reside in China and whether their assets are
located in China.
Report of Independent Registered Public Accounting Firm, page F-2

3. In future filings, please have the auditor disclose the year they began
serving
 consecutively as your auditor to conform to PCAOB AS 3101.10(b).

 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.

 Please contact Gary Newberry at 202-551-3761 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Dickerson at 202-551-8013 or Alan Campbell at
202-551-
4224 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 12, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

HUTCHMED (China) Limited

48th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

August 24, 2023

VIA EDGAR

Ms. Jennifer Thompson

Mr. Chris Dunham

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

USA

RE: HUTCHMED (China) Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed February 28, 2023

File No. 001-37710

Dear Ms. Thompson and Mr. Dunham:

This letter sets forth the Company’s responses
to the comments contained in the letter dated August 10, 2023 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) regarding the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2022 (the “2022 Annual Report”). The comments are repeated below in bold and followed by the responses
thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Annual Report.

Item 16.I. 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).

Submission under paragraph (a) of Item 16I

With respect to the submission made under paragraph (a) of Item
16I, the Company respectfully submits that it relied on a review of its register of members and public filings by its shareholders (including
Schedule 13G and Schedule 13G/A required to be filed by beneficial owners (individually or as a group) of more than 5% of a covered class
of equity securities). Specifically, based on the review of such documents, Hutchison Healthcare Holdings Limited was the only major shareholder
as of February 15, 2023 as disclosed in the 2022 Annual Report. Hutchison Healthcare Holdings Limited owned approximately 38.5% of
the Company’s ordinary shares as of February 15, 2023 and is an indirect wholly-owned subsidiary of CK Hutchison Holdings Limited,
a company incorporated in the Cayman Islands and listed on The Stock Exchange of Hong Kong Limited ("SEHK”).

The Company believes the review of its register of members and the
public filings formed a reasonable basis for the Company to reach the conclusion that it is not controlled by a foreign governmental entity,
and it did not rely on additional materials, including any legal opinions or third-party certifications such as affidavits, as the basis
for its conclusion under paragraph (a) of Item 16I in the 2022 Annual Report.

Disclosure under paragraph (b)(2) of Item 16I

With respect to the percentage of shares of the Company owned by governmental
entities, the Company respectfully submits that it relied on a review of its register of members and public filings by its shareholders.
Based on a review of its register of members in relation to the 2022 Annual Report preparation and to the Company’s knowledge, none
of the shareholders on record was a governmental entity in the jurisdiction in which the Company is incorporated as disclosed in the 2022
Annual Report. As it would present undue hardship for the Company to verify the background of each holder of its American depositary shares
(“ADS”) or ordinary shares that do not appear on its register of members due to (a) the large number of such holders,
(b) the fluidity of their beneficiary ownership and (c) the fact that the Company’s equity securities are publicly traded
on Nasdaq, AIM (a specialized unit of the London Stock Exchange) and SEHK, the Company relied on public filings made by the Company’s
shareholders with the SEC (i.e. Schedule 13G and Schedule 13G/A), AIM and SEHK. Based on such public filings, none of the Company’s
shareholders are governmental entities. Although such public filings may only reveal the identity of beneficial owners that currently
or historically held 5% or more of the Company’s shares or insiders of the Company, no other facts came to the Company’s attention
indicates that any specific holders of ADS or ordinary shares of the Company is a governmental entity in the jurisdiction in which the
Company is incorporated.

With respect to the percentage of shares of each of the Company’s
consolidated foreign operating entities, the Company respectfully submits that it relied on a review of the register of members of each
such consolidated foreign operating entities and consolidated intermediary holdings companies. Other than the consolidated foreign operating
entities that (a) the Company owned through HUTCHMED Holdings Limited, (b) Hutchison Whampoa Sinopharm Pharmaceuticals (Shanghai)
Company Limited and (c) Hutchison Hain Organic (Hong Kong) Limited, each of such consolidated foreign operating entities is directly
wholly-owned by its respective shareholder, which is also a consolidated foreign entity and directly or indirectly wholly-owned by the
Company. For consolidated foreign operating entities that the Company owned through HUTCHMED Holdings Limited, the Company indirectly
owns close to 100% of the equity interest in HUTCHMED Holdings Limited with the rest owned by employees as well as former employees of
HUTCHMED Limited. For Hutchison Whampoa Sinopharm Pharmaceuticals (Shanghai) Company Limited, HUTCHMED Holdings Limited indirectly owns
51.0% of its equity interest with the rest owned by Sinopharm Group Co. Limited, a company listed on SEHK. For Hutchison Hain Organic
(Hong Kong) Limited, it is wholly-owned by Hutchison Hain Organic Holdings Limited, of which the Company indirectly owns 50% of the equity
interest with the rest owned by Hain Celestial Group, Inc., a company listed on Nasdaq.

The Company respectfully submits that it believes the above formed
a reasonable basis for it to reach the conclusion that, to its best knowledge, none of the shares of the Company or its consolidated foreign
operating entities are owned by governmental entities in the relevant jurisdictions. The Company did not rely on additional materials,
including any legal opinions or third-party certifications such as affidavits, as the basis for its conclusion under paragraph (b)(2) of
Item 16I in the 2022 Annual Report.

Disclosure under paragraph (b)(3) of Item 16I

Based on the documents reviewed and reasons as explained above, the
Company reached the conclusion that governmental entities in the applicable foreign jurisdiction with respect to the Company’s registered
public accounting firm do not have a controlling financial interest in the Company or any of its consolidated foreign operating entities.
The Company did not rely on additional materials, including any legal opinions or third-party certifications such as affidavits, as the
basis for its conclusion under paragraph (b)(3) of Item 16I in the 2022 Annual Report.

 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.

The Company respectfully advises the Staff that to determine whether
any director of (a) HUTCHMED (China) Limited or (b) each of its consolidated foreign operating entities (each a “Director”,
collectively “Directors”) is an official of the Chinese Communist Party, it has inquired each of the Directors of HUTCHMED
(China) Limited through questionnaires filled in connection with its 2022 Annual Report preparation, and obtained oral or written confirmations
as appropriate from relevant personnel of the Company and its consolidated foreign operating entities who are familiar with the matter.
Based on such scope of review, the determination was made that none of the Directors was an official of the Chinese Communist Party. The
Company did not rely on third party certifications such as affidavits as the basis for its 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.

The Company supplementally confirms, without qualification, the effective
memorandum and articles of association of HUTCHMED (China) Limited and the articles of incorporation (or equivalent organizing document)
of each of the Company’s consolidated foreign operating entities do not contain wording derived from the charter of the Chinese
Communist Party.

If you have any additional questions or comments regarding
the 2022 Annual Report or the Company’s other filings, please contact the undersigned at weiguos@hutch-med.com.

    Sincerely yours,

    HUTCHMED (China) Limited

    Date: August 24, 2023

    By:
    /s/ Weiguo Su

    Name:
    Weiguo Su

    Title:
    Chief Executive Officer

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

United States securities and exchange commission logo
July 28, 2022
Johnny Cheng
Chief Financial Officer
HUTCHMED (China) Ltd
Level 18, The Metropolis Tower
10 Metropolis Drive
Hunghom, Kowloon
Hong Kong
Re:HUTCHMED (China) Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed June 8, 2022
File No. 001-37710
Dear Mr. Cheng:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

    July 25, 2022

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

  Re:
  HUTCHMED (China) Ltd.

  Form 20-F for the Year Ended December 31, 2021 Filed March 3, 2022

  Correspondence from the SEC on July 21, 2022

  File No. 001-37710

  Attn:
  Division of Corporation Finance

  Office of Life Sciences

Dear Tracy Houser, Terence O’Brien, Chris Edwards and Joe McCann:

This letter sets forth the response of HUTCHMED (China) Ltd. (the “Company”)
to the comment (the “Comment”) the Company received from the staff (the “Staff”) of the Securities and Exchange
Commission in a letter dated June 21, 2022. We have included herein the Comment in bold, and the Company’s response is set forth
immediately below the Comment.

    Form 20-F for Fiscal Year Ended December 31, 2021

    Introduction, page 3

    1. We note your response to prior comment 2 and we re-issue.
    Please revise the definitions of China and PRC to include Hong Kong and Macau; however, you may clarify that “China or PRC”
    does not include Hong Kong or Macau when you reference specific laws and regulations adopted by the PRC. Additionally, please ensure
    that you address throughout your filing material legal and regulatory risks associated with your operations in Hong Kong and Macau
    as applicable. As an example only, please expand your risk factor disclosure on page 59 of your Form 20-F filed March 3, 2022 when
    you discuss the difficulty shareholders may have enforcing judgments obtained against you to address the specific risks related to
    the enforcement of judgments in Hong Kong or Macau, as applicable, in addition to the PRC.

    1

    Response

    In response to the Staff’s Comment, the Company respectfully
    advises the Staff that it intends to revise the definition of “China” and “PRC” to include the special administrative
    regions of Hong Kong and Macau in its annual report on Form 20-F for the year ended December 31, 2022 (the “2022 Annual Report”).
    The Company also intends to (a) clarify the areas where disclosure is specific only to mainland China and (b) expand disclosure where
    relevant and appropriate to cover risks specific to Hong Kong and Macau, in addition to the PRC, in the 2022 Annual Report.

* * *

Should any member of the Staff have any questions or additional comments
regarding the Company’s response to the Staff’s Comment set forth above, please do not hesitate to contact me by phone at
(852) 2121-3809 or by facsimile at (852) 2128-8281, or you may contact our outside legal counsel, Paul W. Boltz, Gibson, Dunn & Crutcher,
at (852) 2214-3723.

    Very truly yours,

    /s/ Johnny Cheng

    Johnny Cheng

    Chief Financial Officer

    (Principal Financial Officer)

    cc:

    Weiguo Su, Chief Executive Officer

    Charles Nixon, General Counsel

    Vincent Cheuk, PricewaterhouseCoopers Zhong Tian LLP

    Paul W. Boltz, Gibson, Dunn & Crutcher

    2

United States securities and exchange commission logo
July 21, 2022
Johnny Cheng
Chief Financial Officer
HUTCHMED (China) Ltd
Level 18, The Metropolis Tower
10 Metropolis Drive
Hunghom, Kowloon
Hong Kong
Re:HUTCHMED (China) Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed June 8, 2022
File No. 001-37710
Dear Mr. Cheng:
            We have reviewed your June 8, 2022 response to our comment letter and have the
following comment.
            Please respond to the comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Annual Report on Form 20-F
Introduction, page 3
1.We note your response to prior comment 2 and we re-issue. Please revise the definitions
of China and PRC to include Hong Kong and Macau; however, you may clarify that
“China or PRC” does not include Hong Kong or Macau when you reference specific laws
and regulations adopted by the PRC. Additionally, please ensure that you address
throughout your filing material legal and regulatory risks associated with your operations
in Hong Kong and Macau as applicable. As an example only, please expand your risk
factor disclosure on page 59 of your Form 20-F filed March 3, 2022 when you discuss the
difficulty shareholders may have enforcing judgments obtained against you to address the
specific risks related to the enforcement of judgments in Hong Kong or Macau, as
applicable, in addition to the PRC.

 FirstName LastNameJohnny Cheng
 Comapany NameHUTCHMED (China) Ltd
 July 21, 2022 Page 2
 FirstName LastName
Johnny Cheng
HUTCHMED (China) Ltd
July 21, 2022
Page 2
            You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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    June 8,
    2022

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

    Re:

    HUTCHMED (China) Ltd.

    Form 20-F for the Year Ended December 31, 2021 Filed March 3, 2022

    Form 6-K Filed March 3, 2022

    Correspondence from the SEC on May 26, 2022

    File No. 001-37710

    Attn:

    Division of Corporation Finance

    Office of Life Sciences

Dear Tracy Houser, Terence O’Brien, Gary Guttenberg and Christopher
Edwards:

This letter sets forth the responses of HUTCHMED (China) Ltd. (“HUTCHMED”
or the “Company”) to the comments (the “Comments”) the Company received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a letter dated May 26, 2022. We have included herein
the Comments in bold, and the Company’s responses are set forth immediately below the Comments.

Form 20-F for Fiscal Year Ended December 31, 2021 (“2021
Annual Report”)

Introduction, page 3

1. Clearly disclose how you will refer to the holding company and
subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing
and where subsidiaries or entities are conducting the business operations. For example, disclose, if true, that your subsidiaries conduct
operations in China.

    1

Response

In response to the Staff’s Comments, the Company respectfully
advises the Staff that it intends to revise the below disclosure on page 3 of the 2021 Annual Report in its annual report on Form 20-F
for the year ended December 31, 2022 (the “2022 Annual Report”) as follows:

Unless the context requires otherwise, references herein
to the “company,” “HUTCHMED,” “we,” “us” and “our” refer to HUTCHMED (China)
Limited (formerly Hutchison China MediTech Limited), a holding company incorporated in the Cayman Islands, and its
consolidated subsidiaries and joint ventures, some of which, as noted below, are incorporated and operate in the PRC.
“HUTCHMED Holdings” refers to HUTCHMED Holdings Limited, a subsidiary of the Company and a holding company incorporated
in the Cayman Islands. “HUTCHMED Limited” refers to “HUTCHMED Limited”, a subsidiary of HUTCHMED Holdings which
is incorporated in the PRC and through which we operate our Oncology/Immunology operations in China. Our other principal operating subsidiaries
for our Oncology/Immunology operations are HUTCHMED International Corporation (incorporated in Delaware), HUTCHMED Holdings (HK) Limited
(incorporated in Hong Kong) and HUTCHMED (Suzhou) Limited (incorporated and operates in the PRC). “Hutchison Sinopharm” refers
to Hutchison Whampoa Sinopharm Pharmaceuticals (Shanghai) Company Limited, our PRC-incorporated joint venture with Sinopharm through which
we operate our principal consolidated joint venture. See Item 4. “Information on the Company—C. Organizational Structure”
for a diagram illustrating our corporate structure.

The Company intends to revise the “Conventions Used in this Annual
Report” on page 3 of the 2021 Annual Report accordingly in the 2022 Annual Report.

2. Please revise the definitions of China and PRC to include Hong
Kong and Macau.

Response

The Company respectfully advises the Staff that the definition of “China”
and “PRC” intentionally excludes Hong Kong and Macau to ensure that the disclosure in the 2021 Annual Report is clear and
accurate. It is important to note that, in the 2021 Annual Report, references to “China” and the “PRC” are to
what is sometimes referred to as “mainland China” which has a legal system and laws, rules and regulations that are not
generally applicable within the special administrative regions of Hong Kong and Macau and do not directly affect the Company’s activities
in those locations. For example, the regulatory approval process for pharmaceutical drugs in China is distinct from that of Hong Kong
and Macau, and the National Medical Products Administration of China (“NMPA”), which is the agency for regulating drugs and
medical devices in China, cannot approve drugs for use in Hong Kong and Macau. That is why, for example, the Company’s drug fruquintinib
was approved for marketing in China by the NMPA in September 2018 and separately approved for marketing in Macau by the Macau government
in February 2022.

Similarly, the disclosure under Item 3. “Key Information—3.D.
Risk Factors—Other Risks and Risks Relating to Doing Business in China” starting on page 37 of the 2021 Annual Report
refers to those risks specific to mainland China (e.g., “Regulatory authorities in China have implemented and are considering a
number of legislative and regulatory proposals concerning data protection” and “Uncertainties with respect to the PRC legal
system and changes in laws, regulations and policies in China could materially and adversely affect us”), which are not relevant
to Hong Kong and Macau. There are numerous other examples as well in the 2021 Annual Report such as the disclosure regarding China’s
restrictions on currency exchange, China’s taxation system and other regulations in China, which are again not applicable to Hong
Kong and Macau (see pages 43-46 and 161-163 of the 2021 Annual Report, for example).

    2

The Company therefore believes that including Hong Kong and Macau
within the definition of “China” and the “PRC” would be confusing and factually inaccurate when discussing
the Company’s business and regulatory environment.

3. We note your disclosure that you face various legal and
operational risks and uncertainties as a company with substantial operations in China. Please expand your disclosure to make clear
whether these risks could result in a material change in your operations or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors. Your disclosure should address how recent statements and regulatory
actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response

In response to the Staff’s Comments, the Company respectfully
advises the Staff that it intends to revise the risk factors in its 2021 Annual Report as per the changes set out in Annex A to
this letter in its 2022 Annual Report.

4. Provide a clear description of how cash is transferred through
your organization. Please disclose if you have specific cash management policies and procedures in place that dictate how funds are transferred
through your organization and if applicable, describe these policies and procedures in greater detail. Disclose your intentions to distribute
earnings. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries,
and direction of transfer. Quantify any dividends or distributions that a subsidiary have made to the holding company and which entity
made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and
their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe
any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company
and U.S. investors.

    3

Response

In response to the Staff’s comment, the Company respectfully
advises the Staff that it intends to add the following paragraphs to Item 3. “Key Information” on page 7 of the 2021
Annual Report in its 2022 Annual Report:

Cash Flows Through Our Organization

HUTCHMED (China) Limited is a Cayman Islands incorporated
holding company with no material operations of its own. We conduct our operations primarily in China through our PRC subsidiaries and
PRC joint ventures, collectively referred to as the Onshore Entities below. HUTCHMED (China) Limited has an indirect equity ownership
interest in all Onshore Entities through offshore Hong Kong-incorporated holding companies, and it has received funding through various
capital markets transactions (e.g., offerings and private placements of equity securities). We also fund our operations through cash flows
generated and dividend payments from our Oncology/Immunology and Other Ventures operations (substantially all of which have been generated
in China), service and milestone and upfront payments from our collaboration partners to our PRC subsidiaries, and bank loans to our subsidiaries
outside of China.

We utilize a portion of our funds outside of China
to support the operations of our subsidiaries in China through capital contributions and/or shareholder loans, which are the only methods
by which we can fund our subsidiaries under PRC laws and regulations. Such capital contributions and shareholder loans are subject to
the satisfaction of applicable government registration and approval requirements in China and limitations on the amount of shareholder
loans relative to the amount of total capital contributions. If such subsidiaries generate sufficient income, they may repay shareholder
loans or distribute retained earnings through cash dividends as determined by their respective board of directors. Our PRC subsidiaries
are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards
and regulations. Furthermore, our PRC subsidiaries are required to make appropriations to certain statutory reserve funds or may make
appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation
of the companies. The amount of any repayment of shareholder loans or dividend payments can be distributed to our various offshore subsidiaries
through our offshore Hong Kong-incorporated holding companies. For more information, see Item 3.D. “Risk Factors—Other Risks
and Risks Relating to Doing Business in China—Restrictions on currency exchange may limit our ability to receive and use our revenue
effectively.” and Item 4.B. “Business Overview—Regulation—PRC Regulation of Foreign Currency Exchange, Offshore
Investment and State-Owned Assets—Regulation on Investment in Foreign invested Enterprises.” Our joint ventures in China do
not require intra-group funding as they have been profitable. Service and milestone and upfront payments from our collaboration partners
are received directly by our PRC subsidiaries and reinvested into their operations.

For the years ended December 31, 2021, 2020 and
2019, HUTCHMED provided funds to its PRC subsidiaries of US$230.0 million, US$188.0 million and US$90.0 million, respectively, of which
US$100.0 million, US$40.0 million and US$50.0 million, respectively, were in the form of capital contributions and US$130.0 million, US$148.0
million and US$40.0 million, respectively, were in the form of shareholder loans. Additionally, during the year ended December 31,
2021, a shareholder loan of approximately US$2.0 million was repaid by a PRC subsidiary. There were no transfers of assets other than
transfers of cash to/from PRC subsidiaries in 2021, 2020 and 2019.

    4

For the years ended December 31, 2021, 2020 and
2019, the respective Hong Kong immediate holding companies of our onshore non-consolidated joint ventures (Shanghai Hutchison Pharmaceuticals
and Hutchison Baiyunshan prior to its divestment in September 2021) received dividends totaling approximately US$49.9 million, US$86.7
million and US$28.1 million, respectively. These dividends were subject to a 5% withholding tax upon distribution from the onshore non-consolidated
joint ventures to their respective Hong Kong immediate holding companies.

HUTCHMED also conducts operations
outside of China through subsidiaries in the U.S. and E.U. Such subsidiaries have entered into service agreements with our PRC subsidiaries
pursuant to which cash is transferred by our PRC subsidiaries to support their operations via the settlement of service invoices based
on actual activities.

We have comprehensive cash management policies in place,
including specific policies with respect to fund transfers through our organization. Our management regularly monitors the liquidity position
and funding requirements of our subsidiaries and joint ventures. When funding is required by our operations in China, a thorough assessment
is performed on the purpose of the funding (e.g., R&D investment, capital expenditures, etc.), the amount of funding and the
form of injection (i.e., shareholder loans or capital contributions). Conversely, when a dividend distribution is to be made by an onshore
joint venture, a similar assessment is performed on the cash flow forecast, sufficiency of funds and related factors. All necessary approvals
are obtained at the HUTCHMED (China) Limited board of directors, chairman and chief executive officer levels prior to any transfer. All
such transfers and distributions are reviewed and approved by the relevant authorities where necessary, including the State Administration
of Foreign Exchange, or SAFE, and the State Administration for Market Regulations, or SAMR. Our cash management policies and procedures
also govern the management of any funds that are not yet required by our operations. Such funds are retained by our subsidiaries outside
of China mainly in the form of short-term investments, such as time deposits with major banks in Hong Kong.

We have never declared or paid dividends on our ordinary
shares. There have been no transfers, dividends or distributions made to U.S. investors to date. We currently expect to retain all future
earnings for use in the operation and expansion of our business and do not have any present plan to pay any dividends. The declaration
and payment of any dividends in the future will be determined by our board of directors in its discretion, and will depend on a number
of factors, including our earnings, capital requirements, overall financial condition, and contractual restrictions. See Item 8. “Financial
Information—A.8 Dividend Policy” and Item 3.D. “Risk Factors—Risk Relating to Our ADSs—We do not currently
intend to pay dividends on our securities, and, consequently, your ability to achieve a return on your investment will depend on appreciation
in the price of the ADSs.”

In response to the Staff’s Comments, the Company notes that
it discloses restrictions on foreign exchange and its ability to transfer cash on page 161 of the 2021 Annual Report under Item
4.B “Business Overview” in “PRC Regulation of Foreign Currency Exchange, Offshore Investment and State-Owned
Assets—PRC Foreign Currency Exchange” and on page 215 under Item 10.D “Exchange Controls.” Additionally,
please refer to page 44 for the risk factor “Restrictions on currency exchange may limit our ability to receive and use
our revenue effectively.”

    5

In response to the Staff’s Comments, the Company notes that it
discloses restrictions on its ability to distribute earnings from the Company on page 162 of the 2021 Annual Report under Item 4.B
 “Business Overview” in “PRC Regulation of Foreign Currency Exchange, Offshore Investment and State-Owned Assets—Regulation
on Investment in Foreign-invested Enterprises.” Additionally, please refer to page 58 for the risk factor “You may not
receive distributions on our ADSs or any value for them if such distribution is illegal or if any required government approval cannot
be obtained in order to make such distribution available to you.”

5. Disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business and t

United States securities and exchange commission logo
May 26, 2022
Johnny Cheng
Chief Financial Officer
HUTCHMED (China) Ltd
Level 18, The Metropolis Tower
10 Metropolis Drive
Hunghom , Kowloon
Hong Kong
Re:HUTCHMED (China) Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed March 3, 2022
Form 6-K Filed March 3, 2022
File No. 001-37710
Dear Mr. 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 Fiscal Year Ended December 31, 2021
Introduction, page 3
1.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and where subsidiaries or entities are conducting the
business operations. For example, disclose, if true, that your subsidiaries conduct
operations in China.
2.Please revise the definitions of China and PRC to include Hong Kong and Macau.

 FirstName LastNameJohnny Cheng
 Comapany NameHUTCHMED (China) Ltd
 May 26, 2022 Page 2
 FirstName LastNameJohnny Cheng
HUTCHMED (China) Ltd
May 26, 2022
Page 2
D. Risk Factors, page 7
3.We note your disclosure that you face various legal and operational risks and uncertainties
as a company with substantial operations in China. Please expand your disclosure to make
clear whether these risks could result in a material change in your operations or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange.
4.Provide a clear description of how cash is transferred through your organization. Please
disclose if you have specific cash management policies and procedures in place that
dictate how funds are transferred through your organization and if applicable, describe
these policies and procedures in greater detail. Disclose your intentions to distribute
earnings. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary have made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.
5.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer securities to foreign
investors. State whether you or your subsidiaries are covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC) or any other governmental agency that is required to approve your
operations, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
6. In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in

 FirstName LastNameJohnny Cheng
 Comapany NameHUTCHMED (China) Ltd
 May 26, 2022 Page 3
 FirstName LastNameJohnny Cheng
HUTCHMED (China) Ltd
May 26, 2022
Page 3
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of your
securities to significantly decline or be worthless
Risks Relating to Our ADSs, page 52
7.We note your disclosure of your delisting risk due to lack of PCAOB inspection of your
auditor under the HFCAA. Please revise to disclose that you have been identified under
the HFCAA delisting conclusive list, as issued by the SEC. Please also expand your risk
factors to disclose that the United States Senate has passed the Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would decrease the number of
“non-inspection years” from three years to two years, and thus, would reduce the time
before your securities may be prohibited from trading or delisted.
8.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your securities and to what extent you believe that you are compliant with
the regulations or policies that have been issued by the CAC to date.
27. Segment Reporting, page F-44
9.We note your statement that segment operating (loss)/profit is the performance measure
used by the CODM.  We further note that in addition to presenting segment operating
(loss)/profit, you are also presenting net (loss)/ income attributable to the Company for
each reportable segment.  As previously requested in comment 2 in our letter dated
December 31, 2019, please revise your presentation to include the one performance
measure that management believes is determined in accordance with the measurement
principles most consistent with those used in measuring the corresponding amount in your
consolidated financial statements.  Refer to ASC 280-10-50-28, ASC 280-10-55-9 through
55-10 and your response letter dated January 15, 2020.
10.Please revise your presentation of customer concentrations for total revenue to comply
with the requirements in ASC 280-10-50-42, which notes that the customer name does not
need to be disclosed but rather may be identified and distinguished from other major
customers by reference as customer A, customer B, customer C for example. This will
allow an investor to understand if there are any changes with the major customers between
the periods presented.  Finally, disclose the segment(s) that generated the revenues.

 FirstName LastNameJohnny Cheng
 Comapany NameHUTCHMED (China) Ltd
 May 26, 2022 Page 4
 FirstName LastName
Johnny Cheng
HUTCHMED (China) Ltd
May 26, 2022
Page 4

Form 6-K Filed March 3, 2022
Exhibit 99.1
11.We note your presentation of the liquidity measure, adjusted group (non-GAAP) net cash
flows along with the reconciliation from cash, cash equivalents and short-term
investments at the end of the year.  Please tell us how you determined that cash, cash
equivalents and short-term investments at the end of the year is the most directly
comparable US GAAP measure rather than net cash used in operating activities.  Refer to
Rule 100(a) of Regulation G for guidance.
            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 Tracey Houser at (202) 551-3736 or Terence O'Brien at (202) 551-3355
if you have questions regarding comments on the financial statements and related
matters.  Please contact Gary Guttenberg at (202) 551-6477 or Christopher Edwards at (202)
551-6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

March 19, 2020
Johnny Cheng
Chief Financial Officer
Hutchison China MediTech Ltd
Level 18, Metropolis Tower
10 Metropolis Drive
Hunghom, Kowloon
Hong Kong
Re:Hutchison China MediTech Ltd
Form 20-F for the Fiscal Year Ended December 31, 2018
Form 6-K filed July 30, 2019 for the Month of July 2019
File No. 001-37710
Dear Mr. Cheng:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

February 21, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Jenn Do and Jeanne Baker

Re:                             Comment Letter Dated February 12, 2020

Hutchison China MediTech Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2018

Form 6-K filed July 30, 2019 for the Month of July 2019

File No. 001-37710

Dear Ms. Do and Ms. Baker:

On behalf of Hutchison China MediTech Ltd., a Cayman Islands company (the “Company”), please find below the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided in your letter dated February 12, 2020 (the “Comment Letter”) relating to the Company’s Form 20-F for the Fiscal Year Ended December 31, 2018, filed with the Commission on March 11, 2019 (the “Form 20-F”), and the Company’s Form 6-K filed on July 30, 2019 (the “Form 6-K”).

For reference purposes, the comments set out in the Comment Letter are reproduced in bold in this letter and the corresponding responses of the Company are shown below each comment.

Form 20-F for the Fiscal Year Ended December 31, 2018

Note 23. Segment Reporting, page F-51

1.              Your response to prior comment 2 indicates that you will revise your disclosure on segment reporting to clarify that the performance of your reportable segments is assessed based on operating (loss) profit. We have the following additional comments:

·                  We note that operating (loss) profit as presented in your segment footnote differs from your loss from operations as presented in your consolidated statement of operations. Please rename this measure to prevent confusion to shareholders; and

·                  Please confirm that you will no longer include Adjusted (LBIT)/EBIT in your segment tabular presentation. In this regard, we note that this is a non-GAAP measure and pursuant to Rule 10(e)(1)(ii)(c) of Regulation S-K, it is not appropriate to include non-GAAP measures in notes to the financial statements.

RESPONSE:

In response to the Staff’s first comment, the Company notes that the line item “loss from operations” in the Company’s consolidated statement of operations is a subtotal of “total revenues” and “total operating expenses” which is provided for convenience.  In future filings, to avoid any confusion with segment operating (loss)/profit as presented in the Company’s segment footnote, the Company will remove the label of this subtotal line in its consolidated statement of operations and will clearly label its segment performance measure as “segment operating (loss)/profit.”

In response to the Staff’s second comment, the Company confirms that it will no longer include Adjusted (LBIT)/EBIT in its segment tabular presentation.

Form 6-K filed July 30, 2019 for the Month of July 2019

Exhibit 99.1

Use of Non-GAAP Financial Measures and Reconciliations, page 27

2.              We note your response to prior comment 3 and have the following additional comments regarding your newly named non-GAAP measure, adjusted Innovation Platform segment operating loss:

·                  Please more fully explain the nature of the revenues that are reported in this segment. Please also clarify why management believes the exclusion of fees paid by your collaboration partners for the performance of certain research and development services provides useful information to investors about your ongoing total investment associated with the resources allocated to progressing your R&D pipeline. Specifically, address whether the research and development expenses recognized related to fees paid by your collaboration partners would have been incurred without such funding; and

·                  Tell us more about your relationship with Nutrition Science Partners. Explain the nature of the service fees charged by a subsidiary of Chi-Med to Nutrition Science Partners and how these fees are reflected in your segment operating loss measure. In this regard, we note that these service fees represent a significant portion of Nutrition Science Partners’ Loss.

2

RESPONSE:

In disclosing adjusted Innovation Platform segment operating loss, management desires to facilitate shareholders’ understanding of the Company’s normal, recurring research and development expenses and the full scope of its liquidity and funding requirements.  Unlike contract research organizations which provide research and development services outsourced by their partners on a contract basis, the Company operates its own research and development platform with drug discovery, development,  manufacturing and regulatory functions.  The Company has partnered with other drug companies to share the research and development costs with respect to certain of its drug candidates.  The Company relies on other sources of funding for the remainder of its research and development expenses.  These sources include cash flows generated and dividend payments from the Company’s Commercial Platform, equity financing and bank borrowings, as noted in Item 5.B. “Liquidity and Capital Resources” of the Company’s Form 20-F.  Without the funding received from our collaboration partners, the Company would have continued to incur research and development expenses by relying on these other sources of funding.

As a result, management believes that, by excluding payments received from collaboration partners, shareholders will have better visibility of the Company’s aggregate investment in its research and development activities, without netting out one of several sources of funding for such activities, and thereby better understand the aggregate investment in research and development made by the Company each year and the trends associated with such investment.  For example, as noted on page 3 of the Form 6-K, the Company has been incurring increasing research and development expenses as a result of, among other things, the ongoing clinical development of eight clinical drug candidates, ramp-up of small molecule manufacturing operations and expansion of clinical and regulatory operations outside of China (this trend is also noted in the Form 20-F, for example, page 159: “We expect that our research and development expenses will significantly increase in future periods in line with the advance and expansion of the development of our drug candidates.”).  By presenting adjusted Innovation Platform segment operating loss, excluding payments from collaboration partners, the Company is able to clearly show this overall trend without reference to how the Company paid for those expenses.

It is also important to note that the payments from the Company’s collaboration partners, which represent most of the revenue in this segment, encompass both fees paid for research and development costs for drug candidates developed in collaboration with them as well as upfront payments upon our entry into these collaboration arrangements and upon the achievement of certain development milestones for the relevant drug candidate.  Accordingly, the amount of such payments in any given period does not necessarily correlate with the amount of research and development expenses incurred by the Company in such period.  For this reason, the Company respectfully submits that if payments from collaboration partners are included in adjusted Innovation Platform segment operating loss, such non-GAAP measure would not necessarily provide an accurate presentation of the Company’s actual level of research and development activities in the relevant period.

With respect to the Staff’s second comment, Nutrition Science Partners was a joint venture we formed with Nestlé Health Science S.A. (“Nestlé Health Science”) in 2012 aiming to develop, manufacture and commercialize HMPL-004/HM004-6599 for ulcerative colitis and Crohn’s disease and to identify, develop, manufacture and commercialize other products in gastrointestinal indications.

3

Prior to the formation of Nutrition Science Partners, HMPL-004/HM004-6599 was a drug candidate discovered and being developed by the Company through its own scientific teams and clinical development resources.  The joint venture was subsequently established with the aim to further develop this drug candidate as well as to potentially discover new drug candidates.  As the joint venture itself did not have its own research and development resources, it engaged the Company through a fee-for-service arrangement to manage these projects.  This helped to reduce the fixed costs of the research and development resources of the Company (as such activities were partially funded by Nestlé Health Science, the Company’s joint venture partner) and effectively represents another source of funding for its R&D operations.  The Company would have incurred such costs on its own, however, even if the arrangement with the joint venture had not been established.  The service fees charged by the Company were reflected as revenue in the segment operating (loss)/profit measure.

In 2018, the Company and Nestlé Health Science reviewed the status of the HMPL-004/HM004-6599 program and the other drug candidates in development by Nutrition Science Partners.  After due consideration of the timeline and further investments required to complete clinical trials and reach the commercialization stage for these drug candidates, the Company and Nestlé Health Science decided to temporarily suspend the research and development activities and look for a suitable buyer or new partner.  In light of this, Nutrition Science Partners recorded a full impairment provision of its US$30.0 million intangible asset in the year ended December 31, 2018 as there was no certainty of an available market or that a suitable buyer or new partner could have been readily identified.  As a result, Nutrition Science Partners’ loss in 2018 mainly consisted of the one-time impairment charge of US$30.0 million and service fees charged by the Company of US$7.0 million, the Company’s share of which was included in equity in losses of an equity investee.

In December 2019, the Company acquired Nestlé Health Science’s 50% shareholding in Nutrition Science Partners for approximately US$8.1 million, representing the joint venture’s cash balance at that time.  Nutrition Science Partners currently has no operating activity.

*      *      *

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s comments set forth above, please do not hesitate to contact me by phone at (852) 2121-3809 or by facsimile at (852) 2128-8281, or you may contact our outside legal counsel, Paul W. Boltz, Gibson, Dunn & Crutcher, at (852) 2214-3723.

4

Very truly yours,

/s/ Johnny   Cheng

Johnny Cheng

Chief Financial Officer

(Principal Financial Officer)

cc:                                Christian Hogg, Chief Executive Officer

Charles Nixon, General Counsel

Vincent Cheuk, PricewaterhouseCoopers

Paul W. Boltz, Gibson, Dunn & Crutcher

5

February 12, 2020
Johnny Cheng
Chief Financial Officer
Hutchison China MediTech Ltd
Level 18, Metropolis Tower
10 Metropolis Drive
Hunghom, Kowloon
Hong Kong
Re:Hutchison China MediTech Ltd
Form 20-F for the Fiscal Year Ended December 31, 2018
Form 6-K filed July 30, 2019 for the Month of July 2019
File No. 001-37710
Dear Mr. Cheng:
            We have limited our review of your filing to the financial statements and related
disclosures 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 Fiscal Year Ended December 31, 2018
Note 23. Segment Reporting, page F-51
1.Your response to prior comment 2 indicates that you will revise your disclosure on
segment reporting to clarify that the performance of your reportable segments is assessed
based on operating (loss) profit.  We have the following additional comments:
•We note that operating (loss) profit as presented in your segment footnote differs
from your loss from operations as presented in your consolidated statement of
operations.  Please rename this measure to prevent confusion to shareholders; and
•Please confirm that you will no longer include Adjusted (LBIT)/EBIT in your
segment tabular presentation.  In this regard, we note that this is a non-GAAP
measure and pursuant to Rule 10(e)(1)(ii)(c) of Regulation S-K, it is not appropriate
to include non-GAAP measures in notes to the financial statements.

 FirstName LastNameJohnny Cheng
 Comapany NameHutchison China MediTech Ltd
 February 12, 2020 Page 2
 FirstName LastName
Johnny Cheng
Hutchison China MediTech Ltd
February 12, 2020
Page 2
Form 6-K filed July 30, 2019 for the Month of July 2019
Exhibit 99.1
Use of Non-GAAP Financial Measures and Reconciliations, page 27
2.We note your response to prior comment 3 and have the following additional comments
regarding your newly named non-GAAP measure, adjusted Innovation Platform segment
operating loss:
•Please more fully explain the nature of the revenues that are reported in this segment.
Please also clarify why management believes the exclusion of fees paid by your
collaboration partners for the performance of certain research and development
services provides useful information to investors about your ongoing total investment
associated with the resources allocated to progressing your R&D pipeline.
Specifically, address whether the research and development expenses recognized
related to fees paid by your collaboration partners would have been incurred without
such funding; and
•Tell us more about your relationship with Nutrition Science Partners.  Explain the
nature of the service fees charged by a subsidiary of Chi-Med to Nutrition Science
Partners and how these fees are reflected in your segment operating loss measure.  In
this regard, we note that these service fees represent a significant portion of Nutrition
Science Partners’ Loss.
            In closing, 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 Jenn Do at (202) 551-3743 or Jeanne Baker at (202) 551-3691 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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January 15, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Jenn Do and Jeanne Baker

Re:                             Comment Letter Dated December 31, 2019

Hutchison China MediTech Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2018

Form 6-K filed July 30, 2019 for the Month of July 2019

File No. 001-37710

Dear Ms. Do and Ms. Baker:

On behalf of Hutchison China MediTech Ltd., a Cayman Islands company (the “Company”), please find below the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided in your letter dated December 31, 2019 (the “Comment Letter”) relating to the Company’s Form 20-F for the Fiscal Year Ended December 31, 2018, filed with the Commission on March 11, 2019 (the “Form 20-F”), and the Company’s Form 6-K filed on July 30, 2019.

For reference purposes, the comments set out in the Comment Letter are reproduced in bold in this letter and the corresponding responses of the Company are shown below each comment.

Form 20-F for the Fiscal Year Ended December 31, 2018

Note 3.  Summary of Significant Accounting Policies Revenue recognition-Commercial Platform, page F-18

1.                                      You indicate that where you are the principal (i.e. recognize sales of goods on a gross basis), you generally obtain control of the goods for distribution. You also indicate that where you are the agent (i.e. recognize sales of goods on a net basis), you generally do not obtain control of the goods for distribution. We have the following comments in this regard:

·                  Please quantify and explain the circumstances under which (i) you do not obtain control of goods but recognize those sales on a gross basis and (ii) you obtain control of the goods but recognize those sales on a net basis.  Refer to ASC 606-10-25-25 and ASC 606-10-55-36 through 55-40; and

·                  You disclose on page 177 that revenue from the Commercial Platform decreased during 2018 primarily due to the implementation of the two-invoice system in China in October 2017 at which time you started recording the service fees you earn from the distribution of certain third-party drugs instead of recording the gross sales of such products as you had done previously.  With reference to the specific terms of the agreements underlying your original and restructured distribution and logistics network, explain your basis for gross versus net reporting in each period presented.

RESPONSE:

In response to the Staff’s first comment, the Company has not recognized revenue in either of the circumstances specified in clauses (i) or (ii) to date.  In light of the foregoing, we will revise our disclosure on revenue recognition in future filings to state “Where the Group obtains control of the goods for distribution, it is the principal (i.e. recognizes sales of goods on a gross basis). Where the Group does not obtain control of the goods for distribution, it is the agent (i.e. recognizes provision of services on a net basis).”

In response to the Staff’s second comment, the background is that Hutchison Whampoa Sinopharm Pharmaceuticals (Shanghai) Company Limited (“Hutchison Sinopharm”), which is a subsidiary of the Group, entered into a distribution agreement in 2015 to become a first-tier distributor to sell, distribute and market AstraZeneca’s quetiapine tablets (under the Seroquel trademark), a medication to treat schizophrenia and bipolar disorder, in all of China.  This original distribution agreement resulted in a buy-sell distribution model whereby AstraZeneca sold Seroquel directly to Hutchison Sinopharm.  Hutchison Sinopharm had the full commercial sales function and was responsible for maintaining the Seroquel inventory and sales and distribution (including logistics, promotion and marketing) of Seroquel to hospitals and clinics as well as other distributors throughout China.  Hutchison Sinopharm was primarily responsible for shipping the inventory to these customers, had title to and control of the inventory after taking delivery from AstraZeneca (i.e., obtaining the right to direct its use, obtain the benefits and bear the inventory risk), bore credit risk and negotiated pricing with each customer.  Therefore, our consolidated revenues reflected the total gross sales of Seroquel under the buy-sell distribution model, under both ASC 605 and upon adoption of ASC 606.

The arrangement with AstraZeneca began to shift to a fee-for-service model in October 2017 when China started implementing a new regulatory two-invoice system policy on a province-by-province basis.  In China, an invoice is issued each time legal title of the inventory is transferred from one entity to another.  When inventory passes through a number of distributors before it gets to the end user/consumer, many invoices are issued.  The purpose of the two-invoice system is to restrict the number of layers in the drug distribution system in China in order to improve transparency and efficiency.  The two-invoice system applies to sales to public medical institutions and requires a drug manufacturer to issue the first invoice to its distributor followed by the distributor issuing a second invoice directly to the hospitals and clinics (i.e., the end customers).  As a result, only one distributor is permitted to distribute drug products between the manufacturer and the hospital and clinics.  However, for certain provinces in China that either exempted the counting of invoices to exclusive distributors or that allowed a longer transition period to implement the new policy, the original buy-sell distribution model was still valid.  Therefore, during the years ended December 31, 2017 and 2018 and the six months ended June 30, 2019, Hutchison Sinopharm recognized revenue under both the buy-sell distribution model and the fee-for-service model.

The two-invoice system effectively precluded Hutchison Sinopharm from taking ownership of the product through the buy-sell distribution model, because it would have meant that more than two invoices would be issued in the distribution chain.  As a result of this new regulatory requirement, Hutchison Sinopharm and AstraZeneca agreed that a change in the roles and responsibilities of the parties was necessary to cater to those provinces that have implemented the two-invoice system and entered into two supplemental agreements.  The first supplemental agreement was entered into in August 2017 and established a general framework where AstraZeneca would retain the Seroquel sales and distribution function in certain provinces and Hutchison Sinopharm would continue to carry out the promotional and marketing functions.  The net effect was that Hutchison Sinopharm was entitled to a fee calculated by reference to the original agreement between the parties for its promotional and marketing functions. The second supplemental agreement was entered into in June 2018 and further clarified the roles and responsibilities of each party, as well as more specifically defining the service charge for which Hutchison Sinopharm was entitled for carrying out its promotional and marketing functions (the specific terms state “AstraZeneca appoints Hutchison as the provider of the Services in relation to the Products in the Territory and, in consideration of the Service Charges to be paid by AstraZeneca to Hutchison, Hutchison agrees to provide to AstraZeneca the Services in accordance with and subject to this Agreement.”).

The effect of the supplemental agreements was that AstraZeneca became primarily responsible for shipping the product to customers and maintaining control of and bearing the risks of the inventory prior to on-selling to public hospitals and clinics.  Conversely, Hutchison Sinopharm ceased to purchase the product from AstraZeneca or sell it to hospitals or other distributors.  As noted above, Hutchison Sinopharm retained responsibility for performing promotional and marketing activities, as well as encouraging, monitoring and transmitting orders from hospitals and local distributors to AstraZeneca for which it received a fee.  Thus, under the supplemental agreements, Hutchison Sinopharm no longer obtained “control” of the inventory as defined in ASC 606-10-25-25 (as assessed further below), and since Hutchison Sinopharm only provided services for which it received a service fee, our consolidated revenue reflected the total net service revenue charged to AstraZeneca under the fee-for-service model, consistent with the guidance in ASC 606-10-55-36 through 55-40.

To reach a conclusion that net reporting was appropriate, we assessed the specific terms of the supplemental agreements using the principle of control under ASC 606-10-25-25, with the specified good or service assessed being the Seroquel inventory, as follows:

According to ASC 606-10-25-25, control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many ways, such as by:

a)                 Using the asset to produce goods or provide services (including public services) — Under the supplemental agreements, Hutchison Sinopharm did not have legal title or physical possession of the goods and was not able to use the goods to produce other goods or provide services, or sell the goods to others. AstraZeneca, not Hutchison Sinopharm, was the party who directly sold goods to the customers.

b)                 Using the asset to enhance the value of other assets — Hutchison Sinopharm did not have legal title or physical possession of the goods and was not able to use the goods to enhance the value of other assets.

c)                  Using the asset to settle liabilities or reduce expenses — Hutchison Sinopharm did not have legal title or physical possession of the goods and was not able to use the goods to settle liabilities or reduce expenses.

d)                 Selling or exchanging the asset — Hutchison Sinopharm did not have legal title or physical possession of the goods. Therefore, Hutchison Sinopharm was not able to sell or exchange the goods.

e)                  Pledging the asset to secure a loan — The legal title of the goods belonged to AstraZeneca before delivery to the customers and Hutchison Sinopharm had no right to pledge the goods to secure a loan.

f)                   Holding the asset — The physical possession of the goods was with AstraZeneca and was directly passed to the customer. Hutchison Sinopharm never held the goods.

Furthermore, management also assessed the 5 indicators for transfer of control under ASC 606-10-25-30 as set out below:

1.              The entity has a present right to payment for the asset — AstraZeneca (instead of Hutchison Sinopharm) had a present right to payment from the customers for the goods upon delivery; AstraZeneca did not have a right to payment from Hutchison Sinopharm for the goods.

2.              The customer has legal title to the asset — the legal title to the goods passed directly from AstraZeneca to the customers upon delivery; Hutchison Sinopharm never obtained title to the goods.

3.              The entity has transferred physical possession of the asset — the physical possession of the goods passed directly from AstraZeneca to the customers upon delivery; Hutchison Sinopharm never obtained physical possession of the goods.

4.              The customer has the significant risks and rewards of ownership of the asset — the significant risks and rewards of ownership of the goods passed directly from AstraZeneca to the customers upon delivery; Hutchison Sinopharm did not obtain the significant risks and rewards of ownership of the goods, as described above in not being able to pledge or sell the goods, nor taking on inventory obsolescence or damage risk.

5.              The customer has accepted the asset — The customers (instead of Hutchison Sinopharm) inspected the quality of the goods and accepted the delivery.

Based on the assessment of control above, Hutchison Sinopharm did not have the ability to direct the use of, and obtain substantially all of the remaining benefits from, the Seroquel inventory, and control of the goods did not pass from AstraZeneca to Hutchison Sinopharm under the supplemental agreements. Therefore, Hutchison Sinopharm did not control the Seroquel inventory before it was transferred to the customer, and Hutchison Sinopharm is an agent under ASC 606-10-25-38 under the supplemental agreements.

Although we believe that the principle of control is not met under the supplemental agreements as described above, we did also consider the gross versus net reporting indicators under ASC 606-10-25-39 as follows:

·                  The entity is primarily responsible for fulfilling the promise to provide the specified good or service.

Under the supplemental agreements, AstraZeneca was responsible for fulfilling purchase orders duly placed and accepted from the customers. AstraZeneca was also responsible for handling the physical delivery (including return for quality issue) and owned the title of the goods before delivery to the customers.  It also needed to ensure that the goods are of the quality according to the product specifications and was obliged to accept returns and compensate for the loss should there be any quality issue with the goods.

The supplemental agreements acknowledge that due to the two-invoice system, Hutchison Sinopharm was unable to distribute Seroquel in specific provinces.  Therefore, Hutchison Sinopharm was appointed to only provide promotional and marketing services to AstraZeneca, including customer support, resolving customer complaints and any issues other than product quality, educating healthcare professionals about Seroquel and organizing academic and best practice sharing events.

Indicator:  AstraZeneca was primarily responsible for fulfilling the promise to provide Seroquel to the customer.  While Hutchison Sinopharm had a relationship with the customer and was responsible for resolving customer complaints as part of its promotional and marketing functions, Hutchison Sinopharm was not the primary obligor.

·                  The entity has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer.

Under the supplemental agreements, Hutchison Sinopharm was no longer required to distribute, buy or sell the product in the specified provinces. Accordingly, Hutchison Sinopharm did not take legal title or physical possession of the goods, and therefore, Hutchison Sinopharm no longer bore any inventory risk.

AstraZeneca is the manufacturer and fulfilled the purchase orders from the customers. AstraZeneca also maintained title and physical possession of the goods before the goods were delivered to the customers and took title and physical possession of the goods if they were returned by the customers due to quality issues.  According to the supplemental agreements, AstraZeneca’s responsibilities included warehousing, order taking, packing, shipping, transport to customer and returns. Therefore, as AstraZeneca had control of the Seroquel inventory, it also bore inventory risk.

As described above, once a delivery plan from Hutchison Sinopharm was accepted by AstraZeneca, it became binding on all parties. In situations where the customer did not take delivery of a duly placed and accepted purchase order under the delivery plan, Hutchison Sinopharm was responsible for compensating any losses incurred by AstraZeneca since it coo

December 31, 2019
Christian Hogg
Chief Executive Officer
Hutchison China MediTech Ltd
Level 18, Metropolis Tower
10 Metropolis Drive
Hunghom, Kowloon
Hong Kong
Re:Hutchison China MediTech Ltd
Form 20-F for the Fiscal Year Ended December 31, 2018
Form 6-K filed July 30, 2019 for the Month of July 2019
File No. 001-37710
Dear Mr. Hogg:
            We have limited our review of your filing to the financial statements and related
disclosures 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 Fiscal Year Ended December 31, 2018
Note 3. Summary of Significant Accounting Policies
Revenue recognition—Commercial Platform, page F-18
1.You indicate that where you are the principal (i.e. recognize sales of goods on a gross
basis), you generally obtain control of the goods for distribution.  You also indicate that
where you are the agent (i.e. recognize sales of goods on a net basis), you generally do not
obtain control of the goods for distribution.  We have the following comments in this
regard:
•Please quantify and explain the circumstances under which (i) you do not obtain
control of goods but recognize those sales on a gross basis and (ii) you obtain control
of the goods but recognize those sales on a net basis.  Refer to ASC 606-10-25-25
and ASC 606-10-55-36 through 55-40; and

 FirstName LastNameChristian Hogg
 Comapany NameHutchison China MediTech Ltd
 December 31, 2019 Page 2
 FirstName LastNameChristian Hogg
Hutchison China MediTech Ltd
December 31, 2019
Page 2
•You disclose on page 177 that revenue from the Commercial Platform decreased
during 2018 primarily due to the implementation of the two-invoice system in China
in October 2017 at which time you started recording the service fees you earn from
the distribution of certain third-party drugs instead of recording the gross sales of
such products as you had done previously.   With reference to the specific terms of
the agreements underlying your original and restructured distribution and logistics
network, explain your basis for gross versus net reporting in each period presented.
Note 23. Segment Reporting, page F-51
2.You indicate that the performance of the reportable segments is assessed based on three
measurements: (a) losses or earnings of subsidiaries before interest income, interest
expense, income tax expenses and equity in earnings of equity investees, net of tax
("Adjusted (LBIT)/EBIT" or "Adjusted LBIT"), (b) equity in earnings of equity investees,
net of tax and (c) operating (loss)/profit.  You present all three measures in your tabular
presentations on pages F-52 and F-53. We note that the reported measure should be that
which management believes is determined in accordance with the measurement principles
most consistent with those used in measuring the corresponding amount in your financial
statements. Refer to ASC 280-10-50-28 and ASC 280-10-55-9 and 55-10 and address
which measure should be reported. Please note that additional segment profit or loss
measures may be presented outside of your financial statements and footnotes as non-
GAAP measures if they comply with Regulation G and Item 10(e) of Regulation S-K.
Form 6-K filed July 30, 2019 for the Month of July 2019
Exhibit 99.1
Use of Non-GAAP Financial Measures and Reconciliation, page 27
3.You believe the presentation of adjusted R&D expenses provides useful and meaningful
information about your ongoing R&D activities by enhancing investors’ understanding of
the scope of your normal, recurring operating R&D expenses.  We have the following
comments regarding this non-GAAP measure:
•Provide us a reconciliation of your R&D expenses as presented in accordance with
GAAP to your adjusted R&D expenses.  Please address the nature of each reconciling
adjustment;
•Tell us why your research and development expenses recognized in your consolidated
statements of operations do not represent your normal, recurring operating R&D
expenses; and
•Explain why you believe Segment operating loss – Innovation Platform
represents your most directly comparable GAAP measure.  In this regard, it is unclear
why the research and development expenses recognized in your consolidated
financial statements does not represent your most directly comparable GAAP
measure.  Refer to Item 10(e)(i)(A) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameChristian Hogg
 Comapany NameHutchison China MediTech Ltd
 December 31, 2019 Page 3
 FirstName LastName
Christian Hogg
Hutchison China MediTech Ltd
December 31, 2019
Page 3
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jenn Do at (202) 551-3743 or Jeanne Baker at (202) 551-3691 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Hutchison China MediTech Limited

Room 2108, 21/F, Hutchison House

10 Harcourt Road

Hong Kong

March 16, 2016

Securities and Exchange Commission

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, as   amended (File No. 333-207447)

Registration Statement on Form 8-A (Registration   No. 001-37710)

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Hutchison China MediTech Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at 5:45 p.m. Eastern Daylight Time on March 16, 2016, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1933, as amended, covering the American depositary shares representing ordinary shares of the Company (the “Registration Statement on Form 8-A,” together with the F-1 Registration Statement, the “Registration Statements”), be declared effective immediately following the F-1 Registration Statement.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Ropes & Gray.

The Company understands that Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter delivered to you today.

The Company hereby acknowledges the following:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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.

[Signature page follows]

Very truly yours,

Hutchison China MediTech Limited

By:

/s/ Simon To

Name:

Simon To

Title:

Executive Director and Chairman

CORRESP
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Deutsche Bank Securities Inc.
 Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As representatives of the several Underwriters named in
 Schedule A to the Underwriting Agreement

c/o Deutsche Bank Securities Inc.
 60 Wall Street, 4th Floor, New York, New York 10005

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park, New York, New York 10036

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:                                         Suzanne Hayes / Alexandra M. Ledbetter

Christine Torney / James Rosenberg

March 16, 2016

Re:                             Hutchison China MediTech Limited (the “Company”)

Registration Statement on Form F-1 (Registration File No. 333-207447)

Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:45 p.m. Eastern Daylight Time on March 16, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated March 4, 2016, through the date hereof:

Preliminary Prospectus dated March 4, 2016:

634 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page follows]

Very truly yours,

As Representatives of the several

Underwriters

Deutsche   Bank Securities Inc.

By:

/s/ John Reed

Name:

John Reed

Title:

Managing Director

By:

/s/Isobel van Daesdonk

Name:

Isobel van Daesdonk

Title:

Managing Director

Merill   Lynch, Pierce, Fenner & Smith

Incorporated

By:

/s/ Edmond Tin

Name:

Edmond Tin

Title:

Director

CORRESP
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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

December 7, 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
 Amendment No. 1 to Registration Statement on Form F-1
 Filed on November 13, 2015
 File No. 333-207447
 SEC Comment Letter dated December 1, 2015

Ladies and Gentlemen:

On behalf of Hutchison China MediTech Limited (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received by letter, dated December 1, 2015, relating to the Company’s Amendment No. 1 to its Registration Statement on Form F-1 filed with the SEC on November 13, 2015 (the “Registration Statement”).

The text of the Staff’s comment is set forth in italics below, followed by the Company’s response in regular type.

Cover page

1. We note your statement that your ordinary shares are listed on the AIM market of the London Stock Exchange and that on     , 2015, the closing sale price of your ordinary shares on the AIM market was      per share, equivalent to a price of $      per ADS. Please revise to specifically state that you will price your offering of ADSs at the U.S. dollar equivalent of the closing sale price of your ordinary shares on the AIM market on the previous trading day or otherwise clarify how you will use the closing sale price per the AIM market to set your offering price.

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:

As discussed in a telephone conversation between our firm and Ms. Ledbetter on December 3, 2015, the Company confirms that, in the Registration Statement, it will either provide a price range of the ADSs being offered or describe the method by which the offering price is to be determined (which may take into account the most recent closing price of its ordinary shares on the AIM market and other factors).

We hope that the foregoing has been responsive to the Staff’s comment.  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

Mail Stop 4546
December 1, 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
Amendment No. 1 to Registration Statement on Form F -1
Filed November 13 , 2015
  File No. 333-207447

Dear Mr. Hogg :

We have reviewed your amended 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 a ppropriate, please tell us why in your
response.

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

Cover page

1. We note your statement that your ordinary shares are listed on the AIM market of the
London Stock Exchange and that on ____, 2015, the closing sale price of your ordinary
shares on the AIM market was ____ per share, equivalent to a price of $ ____ per ADS.
Please revise to specifically state that you will price your offering of ADSs at the U.S.
dollar equivalent of the closing sale price of your ordinary shares on the AIM market on
the previous trading day or otherwise clarify how you will use the closing sale price per
the AIM market to set your offering price.

Christian Hogg
Hutchison China MediTech Limited
December 1, 2015
Page 2

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 finan cial statements and related 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

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

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

CORRESP
1
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ROPES &   GRAY

瑞格律師事務所

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

October 16,   2015

Paul   W. Boltz, Jr.

T   852 3664 6519

F 852 3664 6583

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C.  20549

Re:                             Hutchison China MediTech Limited
 Registration Statement on Form F-1

Ladies and Gentlemen:

On behalf of Hutchison China MediTech Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing a Registration Statement on Form F-1 via EDGAR with the Securities and Exchange Commission in connection with the Company’s proposed initial public offering of shares represented by American depositary shares.

If you have any questions regarding this filing, please call me at 011-852-3664-6519 or email me at paul.boltz@ropesgray.com.

Best regards,

/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)

Matthew Bersani (Sherman & Sterling LLP)

Hae-Ran Song (Sherman & Sterling LLP)

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)

Mail Stop 4546
September 18, 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
Draft Registration Statement on Form F -1
Submitted  August 21, 2015
  CIK No. 0001648257

Dear Mr. Hogg :

We have reviewed your draft 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 providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe our comments apply to your facts and
circums tances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please suppleme ntally provide us with copies of all written communications, as
defined in Securities Act Rule 405, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Securities Act Section 5(d),
whether or not they retai n copies of the communications.

Christian Hogg
Hutchison China MediTech Limited
September 18, 2015
Page 2

 2. We note that you have requested confidential treatment for several of your exhibits.
We int end to send comments on your confidential treatment request under separate
cover.

Prospectus Summary, page 1

3. Please disclose the extent to which you rely on PRC entities for revenue and
dividends and describe how PRC restrictions on currency exchange and foreign
investment impact your operations.

Our Corporate Structure, page 8

4. Please revise the chart on page 8 to in corporate pictorially the information in
footn otes (5) and (7) to the chart.

The Offering, page 12

5. Please disclose what percentage of your total outstanding share capital will be held by
the public and by insiders, respectively, immediately after the offering.

Risk Factors, pa ge 19

If we are unable to obtai n and/or maintain CFDA approval…, page 31

6. Refer to the following statement on page 31: “ We achieved green -channel approval
from the CFDA for sulfatinib and certain of our other drug candidates. ”  Please
identify the other drug candidates for which you received green -channel approval
from the CFDA.

Other Risks and Risks Related to Doing Business in China, page 46

7. We understand that the Chinese Ministry of Commerce recently released a draft
Foreign Investment Law that may significantly change procedures for foreign
investment in PRC companies.   Please tell us what consideration you have given to
including a risk fac tor to address the potential impact of the draft law.

Any failure to comply with PRC   regulations regarding our employee, page 51

8. We note your disclosure , both here and  on page 220 , concerning the application of the
Notices on Issues Concerning the Foreign Exchange Administration for Domestic
Individuals Partici pating in Stock Incentive Plans of Overseas Publicly Listed
Companies.  Please re vise your statement on page 51 that you “may”  be subject to
these rules, in light of  your disclosure on page 220 indicating that you are and will
continue to be subject to the se rules due to your listing on the London Stock

Christian Hogg
Hutchison China MediTech Limited
September 18, 2015
Page 3

 Exchange’s AIM and your listing in the U.S.   Please also clarify  whether your PRC
resident employees have completed their SAFE registrations.

Certain shareholders will own a significant percentage…, page 57

9. Where you state that Hutchison Healthcare Holdings Limited will own a significant
percentage of your ordinary shares after the completion of this offering, please
disclose the percentage.

As a foreign private issuer, we are permitted to adopt certain  home country practices, page 59

10. Please revise your discussion to include each of the home country corporate
governance provisions that you intend to rely upon as disclosed under “Foreign
Private Issuer Status, page 224.”

The deposit ary for our ADSs will give us a discretionary proxy, page 63

11. Please reconcile the inclusion of this risk with your disclosur e under “Voting Rights,
page 263” that the depositary will vote or attempt to vote only as ADS holders
instruct and will not itself  exercise any voting discretion .

Use of Proceeds, page 68

12. Please expand your discussion to indicate what stage of clinical program completion
you expect to achieve for each allocation of proceeds.

13. We note your disclosure that you intend to use a portion of the proceeds to repay
indebtedness.  Elsewhere, on page 238, you state that you intend to use proceeds from
this offering to fully pay off the 2014 Scotiabank Term Loan.  Please disclose in your
Use of Proceeds section the additional information required by Instruction 4 to Item
504 of Regulation S -K.

Price Range of Ordinary Shares, page 78

14. Please revise to disclose information on your trading volume.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 79

Research and Development Expenses, page 80

Christian Hogg
Hutchison China MediTech Limited
September 18, 2015
Page 4

 15. Refer to your pipeline chart on pages 3 and 115.  Identify those candidates that you
consider significant and disclose the following:

 The costs incurred during each period presented and to d ate;
 The nature of efforts and steps necessary to complete the project;
 The risks and uncertainties associated with completing development; and
 The extent and nature of additional resources that need to be obtained if current
liquidity is not expected to b e sufficient to complete the project.

Liquidity and Capital Resources, page 104

16. Please tell us your consideration as to disclosing the effect and expected effects of the
restrictions and appropriations discussed in Notes 3 and 31 on pages F -21 and F -54,
respectively, on your liquidity and capital resources.

Business, page 114

Foreign Investment and “State Secret” Technology, page 198

17. We note your disclosure that your business is deemed prohibited from any foreign
investment.   Discuss in detail the basis for your belief that  you are in compliance with
all applicable PRC laws and regulation s (and will continue to be following your
proposed offering to U.S. investors).  Please also make clear the extent to which  your
current investment structure and ownership interests have obt ained all needed
approvals and licenses from applicable PRC authorities.

18. Please  revise the Overview section to describe in greater detail the distinction
between the “chemistry -focused approach” that you have taken and the alternative
approach(es) reflected in your competitors’ drugs .  Explain what prevents your
competitors from refi ning their drugs to be more selective for their intended targets of
interest.

Our Clinical Pipeline, page 12 2

19. For each of your products for which you are conducting  clinical trials, identify the
countries where the clinical trials are being condu cted.

Overview of  Our Collaborations, page 167

20. With respect to the AstraZeneca Agreement and the Eli Lilly Agreement, please
revise your disclosure concerning the tiered royalties in each case to indicate the
potential royalties within a range of ten percent.

Patents and Other Intellectual Property, page 183

Christian Hogg
Hutchison China MediTech Limited
September 18, 2015
Page 5

21. Please  explain the scope of an “invent ion patent” in China.

22. If you license any of the patents from third parties, please disclose that fact and
identify the licensor.

PRC Regulation of Foreign Currency Exchange and Offshore Investment, page 219

23. Please expand this section to explain the following statement on page 48: “ In
particular, if we finance our PRC subsidiaries or joint ventures by means of foreign
debt from us or other foreign lenders, the amount is not allowed to exceed the
difference between the amount of total inves tment and the amount of the registered
capital as approved by the Ministry of Commerce, or MOFCOM, and registered with
the SAFE. ”  Explain the concept of registered capital.  Also describe how PRC
regulation of foreign currency exchange and offshore invest ment  has impacted the
manner in which you and your collaboration partners  have contributed f inancing to
your PRC subsidiaries and joint ventures to date.

Description of Share Capital, page 243

24. Please revise your disclosure under this heading as follows:

 It is not sufficient to merely  reference the Companies Law, the AIM Rules, and
your memorandum and articles of association, and any special rights conferred on
holders, when discussing the material rights of your shareholders or information
material to the rights associated with the sh ares they may own.   Therefore, to the
extent practicable, reduce your reliance on the term “subject to” under the
headings “Dividends,” “Transfer of Ordinary Shares,” “Calls on Shares and
Forfeiture of Shares,” “Variation of Rights of Shares,” and “Issuanc e of
Additional Shares,” since it implies additional rights, privileges, or restrictions
that are not explained in your descriptions.   We also note your qualification by
reference to the AIM Rules un der “AIM Rules, page 256.”
 Under “Voting Rights, page 244 ,” please make clear when a member must abstain
from or be restricted when voting on a resolution under the AIM Rules.  Also,
reconcile this with your disclosure under “Transactions with Interested
Shareholders, page 254.”

Differences  in Corporate Law, page 250

25. We note under “U.K. Corporate Governance Code, page 227,” that you comply with
the principles of the U.K. Corporate Governance Code which differs from the
Cayman Islands Companies Law.   Please include comparative disclosure rel ated to
U.K. corporate law, as necessary.

Christian Hogg
Hutchison China MediTech Limited
September 18, 2015
Page 6

 U.K. Taxation, page 276

26. We note your inclusion of a discussion of U.K law.   Please make clear how the tax
laws of the U.K. may actually affect prospective investors.   Additionally, make clear
whether you meet the criteria for exemption referenced in the penultimate sentence
under this heading.

Hutchison China MediTech Limited

Financial Statements for the Years Ended December 31, 2014 and December  31, 2013

Consolidated Statements of Operations, F -5

27. Please revise your presentation herein and on F -60 to comply with SAB Topic 6.B. on
the face of your consolidated statements of operations.

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 related 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

cc: Paul Boltz
Ropes & Gray

Mary Kathryn Papaioannou
Ropes & Gray

Christian Hogg
Hutchison China MediTech Limited
September 18, 2015
Page 7

 Jimmy Gao
Ropes & Gray