Complaints Procedures

To implement the recommended practice under The UK Corporate Governance Code, the Audit Committee (the "Audit Committee") of Hutchison China MediTech Limited (the "Company") has recommended and the Board of Directors of the Company (the "Board") has adopted these procedures (the "Procedures") to ensure that complaints and concerns expressed by officers and employees (collectively, the "Employees") of the Company, its subsidiaries and affiliated businesses (the "Group") regarding the business and operations of the Group are heard and addressed appropriately.

1. Purpose of the procedures

The purpose of these Procedures is to establish procedures for the confidential receipt, retention, and treatment of complaints from, or concerns raised by, Employees regarding accounting, internal accounting controls and auditing matters as well as illegal or unethical matters.

All existing Employees are, and all new Employees at the time they join the Group will be, notified of the Procedures.

 

2. Review and approval of procedures

These Procedures will be reviewed by the Audit Committee from time to time as warranted to ensure their continuing compliance with applicable laws and listing standards (if any) as well as their effectiveness.

All amendments to these Procedures must be endorsed by the Audit Committee and adopted by the Board.

 

3. Complaints procedures

The following sets forth the mechanism to be put in place for: (i) Employees to make complaints or raise concerns to the Company, and (ii) the Company to address complaints received.

 

3.1 Making a report

  • Every complaint, in the form of report, shall be made in person or in writing either by email to report@chi-med.com (accessed by General Manager – Group Management Services) or by post to "General Manager – Group Management Services" at 22/F., Hutchison House, 10 Harcourt Road, Hong Kong who shall report to the Chairman of the Audit Committee. The General Manager – Group Management Services ("GMS") shall determine the course of action to pursue, with power to delegate, with respect to the report.
  • All written reports by post shall be sent in a sealed envelope clearly marked "Strictly Private and Confidential – To be Opened by Addressee Only" to ensure confidentiality.
  • If the General Manager of GMS is being complained against, the report should be made in person or by post addressed to the Chairman of the Audit Committee at the same address.
  • Each reporting entity (the "Reporter") is required to provide details of improprieties (including relevant incident(s), behaviour, activity(ies), name(s), date(s), place(s) and any other relevant information).
  • Details of the Reporter (including name, department/business unit, company, contact number, address or email address) are not required to be provided but if so provided for facilitation of the investigation will be kept in the strictest confidence.

 

3.2 Investigations

  • The General Manager of GMS will make initial determinations as to whether an investigation of the complaint is appropriate, based on preliminary inquiries (including follow-up contacts with Reporters). If an investigation potentially implicates the General Manager of GMS or could potentially be compromised by the General Manager of GMS’s participation, the Chairman of the Audit Committee shall take direct responsibility for the investigation.
  • Factors to be considered in determining whether an investigation is appropriate include (i) the nature of the complaint, (ii) the position of the persons who may be involved or have knowledge of the relevant facts, (iii) the nature and degree of the exposure, including the risk of reputational harm and (iv) whether the facts involve a pattern of impropriety or suggest that recurrence of the problem is likely in the absence of special corrective action.
  • The General Manager of GMS is authorised to consult with or involve the Audit Committee, human resources department or other departments within the Group in determining whether to conduct an investigation as appropriate. In all such cases, the General Manager of GMS shall observe the confidentiality requirements set forth in Section 5. All such departmental personnel are authorised and encouraged to cooperate fully. The General Manager of GMS and the Chairman of the Audit Committee have the authority to retain external advisors or other resources to assist in any investigation.
  • The General Manager of GMS or, if the General Manager of GMS is being complained against, the Chairman of the Audit Committee will respond to the Reporter, if contactable, as soon as practicable upon receipt of the report:
    • acknowledging receipt of the report;
    • advising the Reporter as to whether or not the matter will be investigated further and, as appropriate, the actions taken or being taken or the reasons for no investigation being made;
    • where practicable, giving an estimate of the timeline for the investigation and final response; and
    • indicating if any remedial or legal action is or is to be taken, where feasible.

 

4. Audit Committee oversight

At each Audit Committee meeting or such other times as Audit Committee requires, the General Manager of GMS will report to the Audit Committee with respect to complaints received since the immediately prior status report, the status of all investigations pending and the resolution and outcome of all investigations that have been terminated or completed since the immediately prior status report. A copy of each status report will also be provided to the Chairman, CEO and the Company Secretary.

 

5. Confidentiality

All reports are confidential. The identity of the Reporter will not be divulged save with such Reporter's consent or where:

  • in the opinion of the Audit Committee, it is material to the investigation or in the interest of the Company to disclose the identity;
  • the report is frivolous or is lodged in bad faith with malicious or mischievous intent or in abuse of these Procedures;
  • it is required to be disclosed in compliance with any applicable law or regulation, by any relevant regulatory authority including the AIM market of the London Stock Exchange or the NASDAQ Stock Market, or by the order or directive of any court having jurisdiction over the Company; and
  • the report and the identity of the Reporter are already public knowledge.

 

6. Consistency with laws and regulations

These Procedures shall be read in conjunction with and subject to any relevant laws, regulations, rules, directives or guidelines that the AIM market of the London Stock Exchange, the NASDAQ Stock Market or any other regulatory bodies may from time to time prescribe or issue on the matters governed by these Procedures.

In the event that any Procedures herein are inconsistent or in conflict with any relevant laws, regulations, rules, directives or guidelines as prescribed by the AIM market of the London Stock Exchange, the NASDAQ Stock Market or any other regulatory bodies or any part thereof, the latter shall prevail to the extent of such inconsistency or conflict.

 

Updated as of 17 March 2016