CHI-MED
HUTCHISON CHINA MEDITECH LTD
INVESTOR RELATIONS

AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules for Companies (February 2007):
 
  • Description of the business

    Please click on the link below for a description of the business.
 
Link
About Chi-Med
 
  • The names of the directors and biographical details

    Please click on the link below for the names of the directors and brief biographical details of each.
 
Link
Board of Directors
 
  • Directors' responsibilities

    Chi-Med is managed by a board of directors (the "Board") which consists of two executive directors, three non-executive directors and three independent non-executive directors (one of whom is senior independent director). The Board is responsible for directing the strategic objectives of Chi-Med and overseeing the management of the business. Directors are charged with the task of promoting the success of Chi-Med and making decisions in the best interest of Chi-Med. The Board, led by the Chairman, approves and monitors the Group's long term objectives and commercial strategies, annual operating and capital expenditure budgets and business plans, evaluating the performance of Chi-Med and supervising the management of Chi-Med.
 
 
 
  • Board committees

    The Audit Committee

    The Audit Committee reviews the Group's preliminary results, interim results and annual financial statements, oversees the relationship between Chi-Med and its external auditors, monitors and reviews the effectiveness of Chi-Med's internal audit function in the context of Chi-Med's overall risk management systems giving due consideration to laws and regulations and the provisions of the Combined Code on Corporate Governance.

    The Audit Committee is chaired by Mr. Michael Howell and its other members are Mr. Christopher Nash and Professor Christopher Huang.

    The Remuneration Committee

    The Remuneration Committee assists the Board in achieving its objective of attracting, retaining and motivating people of the highest calibre and experience needed to shape and execute strategy across the Group's substantial and diverse and international business operations. It ensures that the Group administers a fair and transparent procedure for setting remuneration policies including the assessment of the performance of Executive Directors and senior executives of the Group and determining their remuneration packages.

    The Remuneration Committee is chaired by Mr. Simon To and its other members are Mr. Michael Howell and Mr. Christopher Nash.

    The Technical Committee

    The Technical Committee considers from time to time matters relating to the technical aspects of research and development. It invites such executives as it deems appropriate to participate in meetings from time to time.

    The Technical Committee is chaired by Professor Christopher Huang and its other members are Mr. Simon To and Mr. Christian Hogg.

 
 
 
  • Country of incorporation and main country of operation

    Chi-Med, incorporated in the Cayman Islands, is the holding company of a pharmaceutical and healthcare group whose main country of operation is China.
 
 
 
  • Rights of shareholders

    As Chi-Med is a Cayman Islands incorporated company, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. Such rights are regulated by the Memorandum and Articles of Association of Chi-Med and the Companies Law and common law of the Cayman Islands.
 
 
 
  • Current constitutional documents

    Please click on the link below for the Memorandum and Articles of Association.
 
Link
Memorandum and Articles of Association
 
  • Details of any other exchanges or trading platforms

    The ordinary shares of Chi-Med were admitted to trading on the Alternative Investment Market operated by the London Stock Exchange. Chi-Med has neither applied nor agreed to have any of its securities admitted or traded in other exchanges or trading platforms.
 
 
 
  • Number of securities in issue, securities not in public hands and significant shareholders

    Chi-Med has issued a total of 51,734,618 ordinary shares.

    Insofar as Chi-Med is aware, approximately 71% of the issued share capital of Chi-Med is not in public hands. Such percentage comprises the shares held by Directors and Hutchison Healthcare Holdings Limited ("HHHL"), a significant shareholder of Chi-Med.
     

    Directors Number of Ordinary Shares held Approximate % of Issued Share Capital
    Christian Hogg 320,000 0.6%
    Michael Howell 143,000 0.3%
    Christopher Nash 18,000 0.04%
    Christopher Huang 2,475 0.005%

    Significant Shareholders Number of Ordinary Shares held Approximate % of Issued Share Capital
    HHHL(1) 36,666,667 70.9%
    Computershare Company Nominees Limited ("CCNL") 14,542,089 28.3%
           Depositary interest held under CCNL:
           Nutraco Nominees Limited 1,791,315 3.5%
           Nortrust Nominees Limited 1,691,000 3.3%
           Apollo Nominees Limited 1,551,490 3.0%
    Slater Investments Limited(2) 3,745,769 7.24%
    Cazenove Capital Management Limited(2) 2,265,305 4.4%

    Note:

    (1)  HHHL is a private company registered in the British Virgin Islands and carries on business as a holding company. HHHL is an indirect wholly owned subsidiary of Hutchison Whampoa Limited which is registered in Hong Kong.
    (2)  Major interests in shares of Chi-Med notified to Chi-Med under the Vote Holder and Issuer Notification Rules of the Disclosure Rules and Transparency Rules.

 
 
 
  • Details of any restrictions on the transfer of securities

    Subject to such of the restrictions of the Articles of Association of Chi-Med as may be applicable, any of the shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or in such other form prescribed by a stock exchange on which Chi-Med's shares are listed or in any other form which the directors may approve.

    The directors may decline to register any transfer of any share which is not paid up, or share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists or on which Chi-Med has a lien.

    The directors may also decline to register any transfer of any share unless:

    a )   a fee of such maximum sum as prescribed in the AIM Rules for Companies to be payable or such lesser sum as the Board may from time to time require is paid to Chi-Med in respect thereof;
         
    b )   the instrument of transfer is lodged with Chi-Med accompanied by the relevant share certificate(s) and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;
         
    c )   the instrument of transfer is in respect of only one class of share;
         
    d )   the instrument of transfer is properly stamped (in circumstances where stamping is required);
         
    e )   the shares concerned are free from any lien in favour of Chi-Med; and
         
    f )   in the case of a transfer to joint shareholders, the number of joint shareholders to whom the share is to be transferred does not exceed four.
 
 
 
  • Annual and interim reports

    Please click on the link below for access to the Company's annual and interim reports.
 
Link
Annual Report
Interim Report
 
  • Company's notifications

    Please click on the link below to access notifications made by the Company in the past 12 months.
 
Link
Regulatory Announcements
 
  • Admission document and circulars

    Please click on the link below to access the Company's Admission Document dated 10 May 2006 and circulars.
 
Link
Admission Document
Circulars
 
  • Advisers

    Please click on the link below for details of the Company's Nominated Adviser.
 
Link
Nominated Adviser
 

Last updated: 14 Jul 2010

   
Copyright 2010 Hutchison China MediTech Limited. All rights reserved. Disclaimer