UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the Month of August 2024

Commission File Number: 001-37710


HUTCHMED (CHINA) LIMITED

(Translation of registrant’s name into English)


48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F               Form 40-F  


HUTCHMED (CHINA) LIMITED

Form 6-K

EXHIBIT INDEX

Exhibit No.

    

Description

Exhibit 99.1

Announcement relating to Form TR-1 of CA Fern Parent

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HUTCHMED (CHINA) LIMITED

By:

/s/ Johnny Cheng

Name:

Johnny Cheng

Title:

Chief Financial Officer

Date: August 22, 2024

3


Exhibit 99.1

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:

HUTCHMED (China) Limited

1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)

Non-UK issuer

X

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify) iii:

3. Details of person subject to the notification obligation iv

Name

CA Fern Parent

City and country of registered office (if applicable)

Mauritius

4. Full name of shareholder(s) (if different from 3.) v

Name

N/A

City and country of registered office (if applicable)

N/A

5. Date on which the threshold was crossed or reached vi:

20 August 2024

6. Date on which issuer notified (DD/MM/YYYY):

21 August 2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

3.54%

3.54%

30,847,500

Position of previous notification (if

applicable)

4.81%

4.81%


8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Ordinary Shares

KYG4672N1198

30,847,500

N/A

3.54%

N/A

SUBTOTAL 8. A

30,847,500

3.54%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date x

Exercise/
Conversion Period xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

N/A

N/A

N/A

N/A

N/A

SUBTOTAL 8. B 1

N/A

N/A

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date x

Exercise/
Conversion Period xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

N/A

N/A

N/A

N/A

N/A

N/A

SUBTOTAL 8.B.2

N/A

N/A


9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv

X

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

The Carlyle Group Inc.

3.54%

N/A

3.54%

CAP V Mauritius Limited

3.17%

N/A

3.17%

CAP V Coinvest Mauritius Limited

Less than 3%

N/A

Less than 3%

Carlyle Asia PE Alternative Opportunities Mauritius Limited

Less than 3%

N/A

Less than 3%

Carlyle Asia PE Alternative Opportunities II Mauritius Limited

Less than 3%

N/A

Less than 3%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

CA Fern Parent is wholly owned by CAP V Mauritius Limited, CAP V Coinvest Mauritius Limited, Carlyle Asia PE Alternative Opportunities Mauritius Limited and Carlyle Asia PE Alternative Opportunities II Mauritius Limited, which are, by and through their control affiliates (including their respective general partners), ultimately controlled (directly or indirectly) by The Carlyle Group Inc., but The Carlyle Group Inc. has no beneficial interest in the underlying securities of HUTCHMED (China) Limited.

Place of completion

Hong Kong

Date of completion

21 August 2024



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