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Whistleblowing Policy

The Audit Committee (the “Audit Committee”) of HUTCHMED (China) Limited (the “Company”) has recommended and the Board of Directors of the Company (the “Board”) has adopted this policy (the “Policy”) to ensure that complaints and concerns expressed by officers and employees (collectively, the “Employees”) of the Company, its subsidiaries and affiliated businesses (the “Group”) and those who deal with the Group (e.g. customers, suppliers, creditors and debtors) regarding the business and operations of the Group are heard and addressed appropriately.
The Company is committed to achieving and maintaining the highest standards of openness, probity and accountability.

1. Purpose of the Procedures

The purpose of this Policy is to establish procedures for the confidential receipt, retention, and treatment of complaints from, or concerns raised by, Employees and third parties 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 Policy.

2. Scope

This Policy applies to all Employees of the Group as well as third parties.

Whilst it is impossible to provide an exhaustive list of the activities that constitute impropriety, misconduct or malpractice, this Policy is intended to cover serious concerns that could have an impact on the Group, which include but not limited to:

  1. criminal offences;
  2. breach of legal or regulatory requirements;
  3. miscarriage of justice;
  4. malpractice, impropriety or fraud in financial reporting, internal control or other financial matters of the Group;
  5. breach of rules, policies or internal controls of the Group;
  6. endangerment of the health and safety of an individual;
  7. discrimination or harassment;
  8. damage caused to the environment;
  9. professional, ethical or other malpractices or wrongdoings;
  10. improper conduct or unethical behavior likely to prejudice the standing of the Group; and
  11. deliberate concealment of any of the above.

3. Protection

In making a report, the reporting person or entity (the “Reporter”) should exercise due care to ensure the accuracy of the information.

The Reporter making genuine and appropriate reports under this Policy is assured of protection against unfair dismissal, victimization or unwarranted disciplinary action, even if the reports are subsequently proved to be incorrect or unsubstantiated. Harassment or victimization of a genuine Reporter is treated as gross misconduct, which if proven, may result in dismissal.

4. Reporting and Investigation

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.

4.1.Making a report

  1. Every complaint, in the form of report, shall be made in person or in writing either by email to by General Manager – Group Management Services) or by post to “General Manager – Group Management Services, at 48th Floor, Cheung Kong Centre, 2 Queen’s Road Central, 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.
  2. 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.
  3. If the General Manager of GMS is being complained against or where a conflict of interest arises, perceived or otherwise, the report should be made in person or by post addressed to the Chairman of the Audit Committee at the same address.
  4. Each 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).
  5. 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.
  6. Reporters may also make their reports through the Group’s other whistleblowing channels, and the management concerned should report to the General Manager of GMS according to the Company’s Code of Ethics and Anti-Bribery and Anti-Corruption Policy.

4.2 Investigations

  1. 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.
  2. 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.
  3. 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 6. 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. If it is deemed appropriate and necessary to conduct internal enquiry/ investigation into the relevant matter, efforts will be made to ensure it will not jeopardise any possible enquiry/ investigation on the same matter by other relevant law enforcement authorities.
  4. 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.

5. 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.

6. Confidentiality

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

  1. in the opinion of the Audit Committee, it is material to the investigation or in the interest of the Company to disclose the identity;
  2. the report is frivolous or is lodged in bad faith with malicious or mischievous intent or in abuse of this Policy;
  3. 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, the NASDAQ Stock Market, The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission of Hong Kong or by the order or directive of any court having jurisdiction over the Company; and
  4. the report and the identity of the Reporter are already public knowledge.

In order not to jeopardise the investigation and any follow-up actions, the Reporter is also required to keep confidential all information about and relating to the report, including the fact that he or she has filed a report, the nature of concerns, the identities of the parties involved and any other information that the Company has shared with the Reporter in the course of handling the report.

7. False Reports

If a Reporter makes a false report maliciously, fraudulently, with an ulterior motive, or for personal gains, the Company reserves the right to decline to investigate or discontinue an investigation, and take appropriate actions against such Reporter (Employees or third parties) to recover any cost, loss or damage as a result of such false report. Employees may also face disciplinary action, including dismissal where appropriate.

8. Record Retention

Records of all reported improprieties, misconducts and malpractices, including results of any investigations shall be kept by the relevant parties under Section 4 for as long as necessary for the purpose of investigation and any possible follow up action.  

9. Consistency with laws and regulations

This Policy 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, The Stock Exchange of Hong Kong Limited or any other regulatory bodies may from time to time prescribe or issue on the matters governed by this Policy. In the event that this Policy herein is 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, The Stock Exchange of Hong Kong Limited or any other regulatory bodies or any part thereof, the latter shall prevail to the extent of such inconsistency or conflict.

10. Review and approval of the Policy

The Audit Committee shall supervise the implementation, monitoring and enforcement of this Policy. This Policy 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 this Policy must be endorsed by the Audit Committee and adopted by the Board.

This Policy is posted on the website of the Company.


Adopted by the board of directors on 21 March 2007

and amended by the board of directors on 29 July 2013, 17 March 2016,10 March 2017 and 24 February 2023