HUTCHMED (China) Limited Supplemental and Updated Disclosures
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HUTCHMED (China) Limited Supplemental and Updated Disclosures We recently filed an application (the “Listing Application”) with The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in connection with a proposed listing (the “Listing”) of our ordinary shares, par value US$0.10 per share (“Shares”), on the Main Board of the Stock Exchange. The Listing Application contains supplemental and additional descriptions of certain aspects of our business and financial information as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as well as updated disclosure of certain information previously disclosed in our annual report on Form 20-F for the year ended December 31, 2020 filed on March 4, 2021 (the “2020 Annual Report”). This exhibit sets forth such new, supplemental and updated information and disclosures as described below. The disclosure herein supplements and should be read in conjunction with the disclosure in our 2020 Annual Report and other disclosures furnished on Form 6-K. There is no assurance as to if or when such Listing will take place. This communication is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of our securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. -1- FORWARD LOOKING STATEMENTS This Exhibit contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The words “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “objective,” “plan,” “potential,” “predict,” “project,” “positioned,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions, are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. As a result, any or all of our forward-looking statements in this Exhibit may turn out to be inaccurate. We have included important factors in the cautionary statements included in this Exhibit and in the 2020 Annual Report, particularly in the section of the 2020 Annual Report titled “Risk Factors”, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Moreover, we operate in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward- looking statements we may make. The forward-looking statements contained herein are made as of the date of the filing of this Exhibit, and we do not assume any obligation to update any forward-looking statements except as required by applicable law. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. Youshould read this Exhibit completely in conjunction with our annual reports on Form 20-F and other documents filed with or furnished to the SEC and with the understanding that our actual future results may be materially different from what we expect. -2- TABLE OF CONTENTS Recent Developments ....................................................... 4 Information About the Listing ................................................ 11 Risk Factors ............................................................. 13 Industry Overview ......................................................... 20 Business ................................................................. 78 Financial Information ...................................................... 161 -3- RECENT DEVELOPMENTS The following sets forth updated information subsequent to the filing of our 2020 Annual Report. For our unaudited consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2020 and 2021, please refer to Exhibit 99.1, titled “Unaudited First Quarter 2021 Financial Information”, of our report on Form 6-K to be furnished to the SEC and the related disclosures contained herein and therein. SUMMARY OF FIRST QUARTER 2021 HIGHLIGHTS Cash and cash equivalents and short-term investments were US$396.1 million as of March 31, 2021 compared to US$435.2 million as of December 31, 2020. Revenues increased by 58.1% to US$81.6 million for the three months ended March 31, 2021 from US$51.6 million for the three months ended March 31, 2020. • Oncology/Immunology revenues increased by 227.3% to US$21.7 million for the three months ended March 31, 2021 from US$6.6 million for the three months ended March 31, 2020. • Accelerating Sales Growth of Elunate – Sales of Elunate generated revenues of US$13.4 million for the three months ended March 31, 2021 compared to US$2.9 million for the three months ended March 31, 2020. In-market sales of Elunate were US$20.2 million for the three months ended March 31, 2021 compared to US$7.3 million for the three months ended March 31, 2020, as provided by Eli Lilly. • Launch of Sulanda – We commercially launched Sulanda as a treatment for patients with advanced non-pancreatic NET in China in mid-January 2021 within three weeks of approval from China’s National Medical Products Administration (the “NMPA”). We had revenues of US$5.5 million from sales of Sulanda for the three months ended March 31, 2021. • Other Ventures revenues increased by 33.2% to US$59.9 million for the three months ended March 31, 2021 from US$45.0 million for the three months ended March 31, 2020. Research and development expenses incurred by Oncology/Immunology increased by 87.0% to US$57.1 million for the three months ended March 31, 2021 from US$30.5 million for the three months ended March 31, 2020, primarily due to a significant expansion of clinical activities in the United States and rapid organizational growth to support such expansion. In particular, this increase was attributable to the expansion of the fruquintinib, surufatinib, HMPL-689 and HMPL-306 development programs. Our international clinical and regulatory operations in the United States and Europe incurred research and development expenses of US$30.6 million for the three months ended March 31, 2021 compared to US$8.0 million for the three months ended March 31, 2020. We expect to incur significant expenses, particularly research and development expenses, for the foreseeable future as we expand our development of, and seek regulatory approvals for, our drug candidates. Net loss attributable to our Company was US$41.1 million for the three months ended March 31, 2021 compared to US$16.1 million for the three months ended March 31, 2020. Net loss attributable to our Company was US$0.06 per ordinary share for the three months ended March 31, 2021 compared to US$0.02 per ordinary share for the three months ended March 31, 2020. BUSINESS UPDATES Recent Disposal On March 24, 2021, we entered into a sale and purchase agreement with GL Mountrose Investment Two Limited, a company controlled and managed by GL Capital Group, to sell our entire investment in -4- Hutchison Whampoa Guangzhou Baiyunshan Chinese Medicine Company Limited, our non-consolidated joint venture (“Hutchison Baiyunshan”). GL Capital Group is an investment firm that focuses on buyout and growth opportunities in China’s healthcare industry and is an independent third party which has a minority interest in the Company and is not a connected person of the Company. The disposal is subject to regulatory approval in China and is expected to be completed in the second half of 2021. The aggregate amounts to be received attributable to the Company are approximately US$169 million, of which approximately US$127 million is related to our shareholding in Hutchison Baiyunshan and approximately US$42 million is related to distributions of the land compensation and the prior year’s undistributed profits. A deposit of approximately US$15.9 million paid upon signing of the agreement will be credited against the proceeds due on completion of the disposal. Following the completion of the disposal, the Group will cease equity accounting of the financial results of Hutchison Baiyunshan, and will derecognize the carrying value of the Company’s investment in Hutchison Baiyunshan and recognize a disposal gain attributable to the Company estimated at approximately US$80-90 million, net of taxes. The Group will exit from the over-the-counter drug arena upon the disposal. As our focus is the discovery and development of novel therapies in oncology and immunology, the sale of our interest in Hutchison Baiyunshan will allow us to focus resources on our primary aim of accelerating investment in our Oncology/Immunology assets. Baring Private Placement On April 14, 2021, the Company completed the sale of US$100 million of Shares at a price of US$6.10 per Share (equivalent to an ADR price of US$30.50 per ADS) via a private placement to Pachytene Limited, an investment holding company wholly owned by Baring Asia Private Equity Fund VII.