— Hutchmed (China) continues to deliver on the strategy proposed in November 2022, driving value creation, adjusting product pipeline priorities, and bringing Innovative Drugs to Global patients —

— Proceeds from the sale of Assets will be used to further propel the company's product pipeline and core Innovative Drug business —

— Key R&D investments include proprietary antibody-targeted conjugate drug platforms, with the first candidates expected to enter clinical trials in the second half of 2025 —

Hong Kong, Shanghai, and Florham Park, New Jersey, January 1, 2025 /PR Newswire/ -- Hutchmed (China) Limited (referred to as "Hutchmed" or "HUTCHMED") (Nasdaq/London Stock Exchange: HCM; HKEX: 13) today announced that it has reached two agreements to sell 45% of its equity in Shanghai Hutchmed Pharmaceuticals Ltd. (referred to as "Shanghai Hutchmed") for $0.608 billion (RMB 4.478 billion) in Cash to Shanghai Jinpuxianfu Private Equity Investment Management Co., Ltd. (referred to as "Jinpuxianfu Investment Management") and Shanghai Pharmaceuticals Holding Co., Ltd. (referred to as "SH PHARMA")(HKEX: 02607; Shanghai Stock Exchange: 601607). Hutchmed has been exploring opportunities to convert the potential value of its non-core, non-consolidated joint venture Shanghai Hutchmed Pharmaceuticals into actual value. The above transaction will help Hutchmed focus on its core business of discovering, developing, and commercializing innovative therapies for cancer and immune diseases, including advancing its next-generation antibody-targeted conjugate drug program.

Hutchmed (China) will hold a short conference call on January 7, 2025 (Tuesday) to provide updates. Meeting details will be announced on the company's official website at that time.

Shanghai Hutchmed is primarily responsible for the production, sales, and distribution of its own brand prescription drugs in China, with its main products being cardiovascular disease medications. Shanghai Hutchmed is a joint venture established in 2001 by Hutchmed (China) and SH PHARMA in a 50:50 ratio. In 2023, Hutchmed (China)'s share of the net income from Shanghai Hutchmed amounted to 47.4 million USD. Hutchmed (China) does not consolidate the revenue of Shanghai Hutchmed.

Hutchmed (China) plans to use the proceeds from the aforementioned transaction to further develop its internal product pipeline and promote the growth of its core Global Strategy. This product pipeline and strategy include its next-generation antibody-drug conjugate ("ADC") platform, which is built upon Hutchmed (China)'s extensive knowledge accumulated in exploring tumor pathways and its proven expertise in the field of small molecule targeted therapies. By combining antibodies with targeted drugs (rather than cytotoxins), these antibody-targeted conjugates ("ATTC") work through dual mechanisms on therapeutic targets. In preclinical studies, a single dosage has shown strong antitumor activity and sustained remission, demonstrating greater antitumor activity compared to the use of antibodies alone or targeted drugs, and improved tolerance related to targeted drugs. Hutchmed (China) plans for its first ATTC candidate drug to enter clinical trials in the second half of 2025.

Dr. Dan ELDAR, Chairman and Non-Executive Director of Hutchmed (China), stated: "The sale of the majority of our stake in Shanghai Hutchmed through this transaction is further evidence of Hutchmed (China)'s commitment to the Global Strategy put forth in 2022. We are accelerating our path toward profitability and focusing on our core Business. Shanghai Hutchmed is a well-established enterprise that has brought over 0.37 billion USD in dividends to Hutchmed (China) over the years, and we remain confident in its growth prospects. We are committed to leveraging the in-depth research accumulated over more than twenty years in the field of cancer drivers and discovering and developing effective Innovative Drugs through our unique ATTC platform."

Jinpu Jianfu Investment Management is a Private Equity firm in China, which had no stake in Hutchmed (China) before this transaction. Before the transaction, Hutchmed (China) and SH PHARMA each held 50% equity in Hutchmed (China). According to the terms of the agreement, Jinpu Jianfu Investment Management agreed to acquire 35% equity in Hutchmed (China) from Hutchmed (China) for approximately 0.473 billion USD in cash, and SH PHARMA agreed to acquire 10% equity in Hutchmed (China) from Hutchmed (China) for approximately 0.135 billion USD in cash, and will hold 60% equity in Hutchmed (China) after the transaction is completed. Among its 35% equity, Jinpu Jianfu Investment Management reserves the right to grant no more than 10% equity to third-party investment funds. Hutchmed (China) will retain 5% equity in Hutchmed (China) after the transaction is completed.

Hutchmed (China) expects to record approximately 0.477 billion USD in pre-tax sale earnings, with the actual income pending review and audit. The funds will be subject to withholding taxes, the amount of which will be determined prior to the completion of the transaction. A three-year transition period will be established, during which the general manager of Hutchmed (China) will be recommended by Hutchmed (China) and will guarantee a net income growth of at least approximately 5% per year for Hutchmed (China), but the total compensation will not exceed approximately 95 million USD. For more details, please refer to the announcement issued by Hutchmed (China), titled "Regarding the Major Transaction of Selling 45% Equity of Shanghai Hutchmed Limited."

Hutchmed (China) plans to hold a special general meeting (EGM) for shareholders to review and approve the above transaction at their discretion. The transaction is expected to be completed in the first quarter of 2025, subject to all conditions being met (or waived, if applicable), including the approval of Hutchmed (China) shareholders and regulatory authorities. The completion of both transactions is conditional upon the concurrent completion by both parties.

Dr. Su Weiguo, CEO and Chief Scientific Officer of Hutchmed (China), stated: "We continue to invest in our productive internal R&D platform, including our new ATTC project, which we believe has the potential to make a significant impact on cancer treatment. This sale transaction provides us with more resources and allows us to focus more."

"We are continuously committed to the research and development of innovative and highly selective candidate drugs. We have successfully launched several drugs that are more selective and have lower off-target activity, enabling sustained inhibition of targets and flexible use in combination therapies. Throughout this process, we have also accumulated profound knowledge about oncogenic pathways and extensive experience in addressing related issues. Compared to traditional cytotoxic ADCs, we believe our antibody-targeted synergistic approach has the potential to be combined with frontline standard treatments based on immunotherapy or chemotherapy, overcoming chemotherapy resistance and avoiding the potentially long-term toxicities associated with cytotoxic agents. This platform will also fully utilize our long-term expertise in treating patients with genetically driven factors, who often benefit less from traditional ADC therapies."

All transaction-related figures indicated in US dollars (US$) are for reference only and are estimated based on a hypothetical exchange rate of 1 US dollar to 7.36 Chinese yuan. All cash consideration will be priced in Chinese yuan (RMB).

About Hutchmed (China)

Hutchmed (China) (Nasdaq/London Stock Exchange: HCM; HKEX: 13) is an innovative biomedical company in the commercialization stage, dedicated to discovering, globally developing, and commercializing targeted drugs and immunotherapies for the treatment of cancer and immune diseases. Since its establishment, Hutchmed has been committed to bringing its self-discovered candidate drugs to global patients, with the first three drugs now approved for sale in China, among which the first drug has also been approved in the USA, Europe, and Japan. For more details, please visit: -med.com or follow our LinkedIn page.

About SH PHARMA

SH PHARMA () is a national pharmaceutical industry group located in China, integrated pharmaceutical company that leads in both pharmaceutical products and distribution markets. SH PHARMA's business is mainly composed of two parts: Pharmaceutical Industry and Pharmaceutical Commerce. SH PHARMA's A-shares and H-shares are listed on the Shanghai Stock Exchange (stock code: 601607) and HKEX (stock code: 02607) respectively.

About Jinpu Healthcare Investment Management

Jinpu Healthcare Private Equity Investment Management is a professional fund management company dedicated to industrial investment, mergers and acquisitions, and integration in the medical and health sector. Its largest Shareholder is Jinpu Industrial Investment Fund Management Co., Ltd., which is a limited company registered under Chinese law.

Forward-Looking Statements

本公告包含1995年《美国私人证券诉讼改革法案》"安全港"条款中定义的前瞻性陈述。这些前瞻性陈述反映了和黄医药目前对未来事件的预期，包括（但不限于）有关下述方面的声明：和黄医药的未来计划及前景、其所得款项预计金额的预期、所得款项的拟定用途、建议交易的预计完成日期、其研发项目的治疗潜力及临床开发，以及该等项目下所有候选药物的安全性、有效性、耐受性、可扩展性或兼容性。前瞻性陈述涉及风险和不确定性。此类风险和不确定性其中包括有关代价金额与是否及时收到代价的假设、是否达成完成建议交易涉及的先决条件（包括各方按预期条款取得、是否根本能够取得或及时取得监管批准的能力）、各方完成建议交易的能力、是否一直拥有充分的临床前及临床数据以支持研发项目在中国、美国和其他国家进行开发及取得批准、从监管机构获得临床试验批准的可能性、研发项目的安全概况、和黄医药为研发项目的其他临床开发及商业化计划提供资金、实施并完成该等计划的能力、该等事件的发生时间、可能影响到临床试验的启动、时间及进度或ATTC项目监管方向的监管机构行动；及和黄医药成功开发研发项目并将之商业化的能力。此外，于本公告中使用时，"旨在"、"预计"、"认为"、"继续"、"估计"、"预期"、"打算"、"可能"、"按计划"、"预测"、"计划"、"潜在"、"有望"、"应该"、"拟"、"将"等词汇和短语与类似表述及其变体就与和黄医药有关而言均可能属于前瞻性声明。前瞻性声明并非过去事实，亦非对未来表现的保证。虽然和黄医药认为该等前瞻性声明中反映的预期实属合理，惟和黄医药概不能保证该等预期将经证明属正确的。读者务请注意，由于存在各种风险和不确定性，包括（但不限于）有关上述疗法的安全性、有效性、供应、持续取得监管批准的假设，以及在某些情况下与使用其他药物产品作为联合疗法的风险有关的假设，实际结果、活动水平、安全性、表现或事件及情况可能与和黄医药的前瞻性声明中明示或默示的结果、活动水平、安全性、表现或事件和情况存在实质性差异。前瞻性声明并非过去事实，亦非对未来表现的保证。当前和潜在投资者请勿过度依赖这些前瞻性陈述，该等陈述仅在其作出当日有效，并且是以管理层于当日的假设和估计为依据。有关这些风险和其他风险的进一步讨论，请查阅和黄医药向美国证券交易委员会、香港联合交易所有限公司及AIM提交的文件。无论是否出现新讯息、未来事件或情况或其他因素，和黄医药均不承担更新或修订本新公告所含讯息的义务。

内幕消息

本公告包含（欧盟）第596/2014号条例（该条例构成《2018年欧洲联盟(退出)法》定义的欧盟保留法律的一部分）第7条规定的内幕消息。