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HCM-Admission.Pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. This document comprises an admission document which has been drawn up in accordance with the AIM Rules. This document does not constitute a prospectus prepared in accordance with the Prospectus Rules and a copy of it has not been, and will not be, approved by the FSA. The Directors (whose names and business addresses appear on page 6 of this document) declare that, having taken all reasonable care to ensure that such is the case, the information contained in this document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. All the Directors accept individual and collective responsibility for the Company’s compliance with the AIM Rules. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks in acquiring securities in such companies and should only make any decision to do so after careful consideration and, if appropriate, consultation with an independent financial adviser. Any such acquisition involves a significant degree of risk, may result in the loss of the entire investment and may not be suitable for all recipients of this document. London Stock Exchange plc has not itself examined or approved the contents of this document nor will it. Your attention is drawn to Part IV of this document entitled “Risk Factors” for a discussion of certain factors which should be taken into account in considering whether or not to subscribe for Ordinary Shares. The whole of this document should be read in light of these risk factors. HUTCHISON CHINA MEDITECH LIMITED (incorporated and registered in the Cayman Islands, with registered number CR-106733) ISIN number KYG4672N1016 Placing of 14,537,704 Ordinary Shares of US$1 each at a Placing Price of 275 pence per Share and Admission to trading on AIM Nominated Adviser: Lazard & Co., Limited Corporate Broker: Panmure Gordon (Broking) Limited Share capital immediately following the Placing Authorised Issued and fully paid Number Amount Number Amount 75,000,000 US$75,000,000 Ordinary Shares of US$1 each 51,212,121 US$51,212,121 The Ordinary Shares subject to the Placing will, on Admission, rank pari passu in all respects with the existing issued Ordinary Shares in the Company. This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares to any person in any jurisdiction in which such an offer is unlawful. In particular, this document is not for distribution in or into the United States or to any resident or citizen of the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa, Japan or the Cayman Islands. In addition, the Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or under any state securities laws and may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the US Securities Act of 1933, as amended. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States or to, or for the benefit of, US persons (other than distributors) unless such offer, sale, pledge or transfer is registered under the US Securities Act of 1933, as amended or an exemption from registration is available therefrom. The Company does not currently plan to register the shares under the US Securities Act of 1933, as amended. Lazard & Co., Limited (“Lazard”) and Panmure Gordon (Broking) Limited (“Panmure Gordon”) are acting for the Company, and no one else, in connection with the Admission and the Placing and the other matters referred to in this document, and will not be responsible to any person other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to the Admission or the Placing or the other matters described in this document. Lazard’s responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person whether in respect of his decision to acquire Ordinary Shares in reliance on any part of this document or otherwise. No representation or warranty, express or implied, is made by Lazard or Panmure Gordon as to any of the contents of this document, for which the Company and the Directors are solely responsible. Neither Lazard or Panmure Gordon has authorised the contents of, or any part of, this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Lazard or Panmure Gordon for the accuracy of any information or opinions contained in this document or for any omissions of any information, for which the Company and the Directors are solely responsible. In particular, the information contained in this document has been prepared solely for the purposes of the Placing and the Admission and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. The Company, Lazard and Panmure Gordon have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of the Ordinary Shares in circumstances in which Section 21(1) of FSMA does not apply. The distribution of this document and the offer of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, Lazard or Panmure Gordon to permit a public offering of the Ordinary Shares. Other than in the United Kingdom, no action has been or will be taken to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Ordinary Shares) in any jurisdiction where action for that purpose may be required, or doing so is restricted or prohibited by law. The placing of Ordinary Shares to persons who are resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction. No person receiving a copy of this document in any territory other than the United Kingdom may treat the same as constituting an offer or an invitation to him to subscribe, apply for or purchase Ordinary Shares unless, in the relevant territory, such offer or invitation could lawfully be made without compliance with any registration or other legal requirements other than any such requirements which have been fulfilled. Accordingly, persons (including, without limitation, nominees and trustees) receiving this document should not, in connection with the Placing, distribute or send the same into any jurisdiction where to do so would or might contravene securities laws or regulations. It is the responsibility of any person outside the United Kingdom to satisfy himself as to the full observance of the laws and any regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consent which may be required, and compliance with other necessary formalities including the payment of any issue, transfer or other taxes due in such territory. This document is being solely issued to and directed at persons who are (i) qualified investors within the meaning of directive 2003/71/ EC and any relevant implementing measures (the “Prospectus Directive”) and (ii) who have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or are persons falling within article 49 (“High net worth companies, unincorporated associations, etc”) of the Order (all such persons together being referred to as “Relevant Persons”). This document has been prepared solely for the benefit of the limited number of prospective investors to whom it has been addressed and delivered and may not, in any circumstances, be used for any other purpose or be viewed as a document for the benefit of the public. The reproduction, distribution or transmission of this document (either in whole or in part) without the prior written consent of the Company is prohibited. In connection with the Placing, Panmure Gordon and/or any of its respective affiliates acting as an investor for its or their own account(s) may subscribe for or acquire Ordinary Shares and, in that capacity, may retain, acquire, sell, offer to sell or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this document to the Ordinary Shares being issued, offered, subscribed for or otherwise dealt with should be read as including any issue or offer to, or subscription, acquisition or dealing by Panmure Gordon and/or any of its affiliates acting as an investor for its or their own account(s).
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