Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Under the Securities Exchange Act of 1934
|
Hutchison China MediTech Limited
(Name of Issuer) Ordinary shares, par value US$0.10 per share (Title of Class of Securities) 44842L 103** |
|
(CUSIP Number)
|
|
Michael Gosk
c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications) |
June 25, 2020
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 1(f) or 1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See Rule 13d‑1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
**This CUSIP number applies to Hutchison China MediTech Limited’s American Depositary Shares, each representing
five ordinary shares.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 2 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic Singapore HCM Pte. Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 3 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic Singapore Fund Pte. Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 4 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic Singapore Interholdco Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 5 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 6 of 24
|
|
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P.
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 7 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 8 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
;
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 9 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 10 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 11 of 24
|
|
1
|
NAME OF REPORTING PERSON
GAP (Bermuda) Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 12 of 24
|
|
1
|
NAME OF REPORTING PERSON
General Atlantic LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 13 of 24
|
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 14 of 24
|
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 15 of 24
|
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 16 of 24
|
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
36,666,670
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 17 of 24
|
Item 1. Security and Issuer.
This Schedule 13D (the “Statement”) relates to the ordinary shares, par value US$0.10 per share (the “ordinary shares”) of Hutchison China MediTech Limited, an
exempted company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
The Company’s American depositary shares (the “ADSs”), each representing five ordinary shares, are listed on the Nasdaq Global Market under the symbol “HCM.” The
Reporting Persons (as defined below) own only ordinary shares and do not own any ADSs.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d‑5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the
group are:
(i) General Atlantic Singapore HCM Pte Ltd. (“GAS HCM”);
(ii) General Atlantic Singapore Fund Pte. Ltd. (“GASF”);
(iii) General Atlantic Singapore Interholdco Ltd. (“GAS Interholdco”);
(iv) General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”);
(v) General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);
(vi) General Atlantic Partners (Lux) SCSp, L.P. (“GAP Lux”);
(vii) General Atlantic GenPar (Lux) SCSp, L.P. (“GenPar Lux”);
(viii) General Atlantic (Lux) S.à r.l. (“GA Lux Sarl”);
(ix) General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”);
(x) GAP (Bermuda) Limited (“GAP (Bermuda) Limited”);
(xi) General Atlantic LLC (“GA LLC”);
(xii) GAP Coinvestments III, LLC (“GAPCO III”);
(xiii) GAP Coinvestments IV, LLC (“GAPCO IV”);
(xiv) GAP Coinvestments V, LLC (“GAPCO V”); and
(xv) GAP Coinvestments CDA, L.P. (“GAPCO CDA”).
Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda IV, GAP Bermuda EU, GAP Lux, GAPCO III, GAPCO IV,
GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”
The principal address of each of the Reporting Persons (other than GAS
HCM, GASF, GAP Lux, GenPar Lux and GA Lux Sarl) is c/o General Atlantic Service Company, L.P., 55 East
52nd Street, 33rd Floor, New York, NY 10055. The principal address of GAS HCM and GASF is 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960. The principal address of GAP Lux, GenPar Lux and GA Lux Sarl is 412F, route d’Esch, L-2086
Luxembourg, Grand Duchy of Luxembourg.
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 18 of 24
|
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for
investment purposes.
GAS HCM is wholly owned by GASF. The majority shareholder of GASF is GAS Interholdco. The members of GAS
Interholdco that share beneficial ownership of the ordinary shares held of record by GAS HCM are the GA Funds. The general partner of each of GAP Bermuda IV and GAP Bermuda EU is GenPar Bermuda, and the general partner of GenPar Bermuda is
GAP (Bermuda) Limited. The general partner of GAP Lux is GenPar Lux, and the general partner of GenPar Lux is GA Lux Sarl. GenPar Bermuda is the sole shareholder of GA Lux Sarl and the sole limited partner of GenPar Lux. GA LLC is the
managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof. The members of the GA
Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he or she has a pecuniary
interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of
the GA Management Committee is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GAS HCM, GASF and GAS Interholdco is set forth on Schedule A.
(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five
years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 25, 2020, GAS HCM entered into a Securities Subscription Agreement with the Company (the “Subscription Agreement”;
a copy of which is attached hereto as Exhibit 2) to (i) purchase an aggregate of 20,000,000 newly issued ordinary shares from the Company, at price of US$5.00 per share, for an aggregate purchase price of US$100,000,000 in a private
placement and (ii) acquire warrants to acquire an additional 16,666,670 ordinary shares, at an exercise price of US$6.00 per share (the “Warrants”). GAS HCM completed the acquisition of the securities in two closings on July 2, 2020
and July 3, 2020.
GAS HCM obtained the funds to purchase the ordinary shares from contributions from the GA Funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the ordinary shares reported herein for investment purposes. Consistent with such purposes,
the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, management of the Company, one or more members of the board of directors of the Company, and may make suggestions
concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Company and such other
matters as the Reporting Persons may deem relevant to their investment in the ordinary shares or the ADSs. The Reporting Persons expect that they will, from time to time, review their investment position in the ordinary shares or the
Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the ordinary shares or the ADSs. The Reporting Persons may, from time to time, make additional purchases
of ordinary shares or ADSs either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ordinary shares
or the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of
all or part of their investments in the ordinary shares or the ADSs and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the ordinary
shares or the ADSs.
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 19 of 24
|
Under the Subscription Agreement, (i) following the initial acquisition of the ordinary shares, GAS HCM has
the right, but not the obligation, to appoint a nominee to act as a management advisor to the Company, (ii) unless the Company has already voluntarily allowed an individual to act as a nonvoting observer to the board of directors on behalf
of GAS HCM, if GAS HCM and its affiliates in the aggregate hold at least 4.625% of the issued and outstanding ordinary shares (either in the form of ordinary shares or ADSs) of the Company, GAS HCM has the right, but not the obligation, to
appoint a nominee to act as a nonvoting observer to the board of directors, and (iii) unless the Company has already voluntarily allowed an individual to act as a member of the board of directors on behalf of GAS HCM, if GAS HCM and its
affiliates in the aggregate hold at least 8.5% of the issued and outstanding ordinary shares (either in the form of ordinary shares or ADSs) of the Company, GAS HCM has the right, but not the obligation, to appoint a nominee to act as a
non-executive director to the to the board of directors. Each of these rights are subject to further specified conditions as set forth in the Subscription Agreement.
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to,
or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) The percentages used herein are calculated based upon on an aggregate of 727,241,435 ordinary shares (690,574,675
ordinary shares issued and outstanding as represented by the Company in the Subscription Agreement plus 20,000,000 ordinary shares issued pursuant to the transactions in the Subscription Agreement and 16,666,670 ordinary shares issuable
upon the full exercise of the Warrants as discussed in Item 3 above).
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 36,666,670 ordinary shares, or
approximately 5.04% of the aggregate 727,241,435 ordinary shares.
By virtue of the fact that (i) GASF owns all of GAS HCM’s voting shares, (ii) GAS Interholdco owns a majority of
GASF’s voting shares, (iii) the GA Funds contributed the capital to GAS Interholdco to fund GAS HCM’s purchases of the ordinary shares and acquisition of the Warrants and may direct GAS Interholdco with respect to its shares of GASF,
(iv) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda IV and GAP Bermuda EU, (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an
external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and
distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP
Lux, (vi) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA, and (vii) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited, GA LLC
and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ordinary shares owned of record by GAS HCM. As a result, as of the date hereof, each of the Reporting
Persons may be deemed to beneficially own an aggregate of 36,666,670 ordinary shares, or approximately 5.04 % of the aggregate 727,241,435 ordinary shares as described above.
(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to
direct the disposition of the 36,666,670 ordinary shares that may be deemed to be beneficially owned by each of them.
(c) Except as set forth in Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the
persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the 36,666,670 ordinary shares dur
ing the past 60 days.
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 20 of 24
|
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
The information disclosed under Item 3 and Item 4 above is hereby incorporated by reference into this Item 6.
As noted in Item 3 above, on June 25, 2020, GAS HCM entered into the Subscription Agreement to purchase 20,000,000 ordinary shares and the Warrants to acquire an additional
16,666,670 ordinary shares from the Company.
During the one year period following July 2, 2020, under the agreed upon lock-up provision, GAS HCM and its affiliates are prohibited, without the prior
consent of the Company, directly or indirectly, from disposing any newly issued ordinary shares, together with any ordinary shares, ADSs or ordinary share equivalents (any securities of the Company which would entitle the holder thereof to
acquire at any time ordinary shares or ADSs, including, without limitation, any debt, preferred shares, rights, options, Warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, ordinary Shares or ADSs). GAS HCM and its affiliates may, however, transfer any of the securities to their affiliates, provided that such affiliates are bound by the balance of the lock-up period.
As specified in the Subscription Agreement, the Company has an obligation to provide certain registration rights for GAS HCM, and the Company has agreed to
file a prospectus supplement or a registration statement for that purpose.
Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from time to time, consult among
themselves and coordinate the voting and disposition of ordinary shares held of record by GAS HCM as well as such other action taken on behalf of the Reporting Persons with respect to the ordinary shares and the Warrants held by the Reporting
Persons as they deem to be in the collective interest of the Reporting Persons.
The Reporting Persons entered into a Joint Filing Agreement on July 6, 2020 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement
jointly in accordance with the provisions of Rule 13d‑1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not
limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
|
Exhibit 1:
|
Agreement relating to the filing of joint acquisition statements as required by Rule 13d‑1(k)(1) under the Exchange Act.
|
|
Exhibit 2:
|
Securities Subscription Agreement between Hutchison China MediTech Limited and General Atlantic Singapore HCM Pte. Ltd., dated as of June 25, 2020.
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 21 of 24
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: July 6, 2020
|
|
GENERAL ATLANTIC SINGAPORE HCM PTE. LTD.
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Ong Yu Huat
|
|
|
|
|
|
Name:
|
Ong Yu Huat
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. | ||||
| By: |
/s/ Ong Yu Huat | |||
| Name: |
Ong Yu Huat |
|||
| Title: |
Director |
|||
|
|
GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
| GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
|
By:
|
General Atlantic GenPar (Bermuda), L.P., its General Partner
|
|
||
|
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 22 of 24
|
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
|
|
||
|
|
|
|
|
|
|
By:
|
General Atlantic GenPar (Bermuda), L.P., its General Partner
|
|
||
|
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
| Title: |
Director |
|||
|
|
GENERAL ATLANTIC PARTNERS (LUX) SCSP, L.P.
|
|
||
|
|
|
|
|
|
|
|
By:
|
General Atlantic GenPar (Lux) SCSp, L.P., its General Partner
|
|
|
| By: |
General Atlantic (Lux) S.à r.l., its General Partner
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
|
Title:
|
Manager A
|
|
| By: |
/s/ Peter Klinker |
|||
| Name: |
Peter Klinker |
|||
|
|
|
Title:
|
Manager B |
|
|
|
|
|
|
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|
|
GENERAL ATLANTIC GENPAR (LUX) SCSP, L.P.
|
|
||
|
|
|
|
|
|
| By: |
General Atlantic (Lux) S.à r.l., its General Partner
|
|||
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
|
Title:
|
Manager A
|
|
| By: |
/s/ Peter Klinker |
|||
| Name: |
Peter Klinker |
|||
| Title: |
Manager B |
|||
|
|
|
|
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 23 of 24
|
|
|
GENERAL ATLANTIC (LUX) S.À R.L.
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
|
Title:
|
Manager A
|
|
| By: |
/s/ Peter Klinker | |||
| Name: |
Peter Klinker | |||
| Title: |
Manager B |
|||
|
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
|
|
||
|
|
|
|
|
|
|
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP (BERMUDA) LIMITED
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC LLC
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS III, LLC
|
|
||
|
|
|
|
||
|
|
By:
|
General Atlantic LLC, its Managing Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 24 of 24
|
| GAP COINVESTMENTS IV, LLC |
||||
| By: |
General Atlantic LLC, its Managing Member | |||
| By: |
/s/ Michael Gosk |
|||
| Name: |
Michael Gosk |
|||
| Title: |
Director |
|||
| GAP COINVESTMENTS V, LLC |
||||
| By: |
General Atlantic LLC, its Managing Member | |||
| By: |
/s/ Michael Gosk |
|||
| Name: |
Michael Gosk |
|||
| Title: |
Director |
|||
|
|
GAP COINVESTMENTS CDA, L.P.
|
|
||
|
|
|
|
|
|
|
|
By:
|
General Atlantic LLC, its Managing Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
SCHEDULE A
Members of the GA Management Committee (as of the date hereof)
|
Name
|
Business Address
|
Citizenship
|
|
William E. Ford
(Chief Executive Officer)
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
|
Gabriel Caillaux
|
23 Savile Row
London W1S 2ET
United Kingdom
|
France
|
|
Andrew Crawford
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
|
Martin Escobari
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
Bolivia and Brazil
|
|
Anton J. Levy
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
|
Sandeep Naik
|
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
|
United States
|
|
Graves Tompkins
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
|
Robbert Vorhoff
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Directors of General Atlantic Singapore Fund Pte. Ltd. and General Atlantic Singapore HCM Pte. Ltd.
(as of the date hereof)
|
Name
|
Business Address
|
Citizenship
|
|
Ong Yu Huat
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
Malaysia
|
|
Izkandar Edward Heylett
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
Malaysia
|
Schedule A – Page 1
Directors of General Atlantic Singapore Interholdco Ltd.
(as of the date hereof)
|
Name
|
Business Address
|
Citizenship
|
|
J. Frank Brown
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
|
Michael Gosk
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
|
Christopher G. Lanning
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Schedule A – Page 2