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SEC Filings

DEF 14A
BEIGENE, LTD. filed this Form DEF 14A on 11/08/2018
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Meeting Notice Requirement

        Paragraph 3(1) of Part B of Appendix 13 of the HK Listing Rules provides that the articles of association shall stipulate that any annual general meeting must be called by notice of at least 21 days, and that any other general meeting (including an extraordinary general meeting) must be called by notice of at least 14 days and the articles of association shall stipulate that the notice convening a meeting shall contain particulars of the resolutions to be considered at that meeting. The note to paragraph 3(1) of Part B of Appendix 13 of the HK Listing Rules further provides that the articles of association may provide that issuers may convene a general meeting on shorter notice than required under this provision or the companies' articles of association if it is agreed: (a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and (b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members. To comply with the HK Listing Rules, in the proposed Restated Articles, we propose to amend our Existing Articles such that the notice period for any annual general meeting shall be at least 21 calendar days' advance notice and the notice period for any other general meeting shall be at least 14 calendar days' advance notice.

        The Restated Articles also contain consequential changes to the amendments described above, including but not limited to in relation to the numbering of the provisions of the Existing Articles.

General Effects of the Restated Articles

        Upon shareholder adoption of the Restated Articles, the Restated Articles will become effective immediately and will be filed with the Cayman Islands Registrar of Companies.

        We believe that the Restated Articles provide better protections for shareholders. Our ADSs will continue to trade on the NASDAQ Global Select Market under the symbol "BGNE", and our ordinary shares will continue to trade on the HKEx under the stock code "06160".

Vote Required and Board of Directors' Recommendation

        Approval of Proposal 2 requires the favorable vote of at least a two-thirds majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the EGM. Broker non-votes and abstentions with respect to Proposal 2 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

        The Board of Directors recommends that shareholders vote FOR the adoption of the Restated Articles.

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