Print Page     Close Window     

SEC Filings

DEF 14A
BEIGENE, LTD. filed this Form DEF 14A on 11/08/2018
Entire Document
 

Table of Contents


PROPOSAL 4

CONNECTED PERSON PLACING AUTHORIZATION

        As a bio-pharmaceutical company, the Company believes that efficient access to capital on a continuing basis is essential to funding the Company's business plans, and participation in capital raisings by biotech focused funds with deep industry knowledge (such as the Company's existing shareholders, Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders")), is often crucial to the success of capital raising transactions. In connection with the Company's listing on the HKEx in August 2018, the Company therefore applied for, and the HKEx granted, a waiver (the "Waiver") from strict compliance with Rule 13.36(1) of the HK Listing Rules and the independent shareholder approval requirements set out in Chapter 14A of the HK Listing Rules in respect of the Connected Person Placing Authorization (as defined below).

        In order to give the Company the flexibility to issue ordinary shares and/or ADSs to certain connected persons if and when appropriate and to comply with the HK Listing Rules, the Company proposes an ordinary resolution at the EGM to authorize the Company and its underwriters, at their sole discretion, to, in the Company's securities offerings, allocate to each of the Existing Shareholders, up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the General Mandate to Issue Shares set forth in Proposal 3 for a period of five years, which period will be subject to an extension on a rolling basis each year, subject to the following conditions: (the "Connected Person Placing Authorization")

            (1)   the Company will put forward Proposals 3 and 4 to its shareholders in the next general meeting following the HKEx listing, which will be convened within four months after its listing;

            (2)   the Connected Person Placing Authorization and the shareholder approval of the General Mandate to Issue Shares are not interdependent in that our shareholders may approve the General Mandate to Issue Shares without approving the Connected Person Placing Authorization;

            (3)   the Existing Shareholders shall abstain from voting on the Connected Person Placing Authorization;

            (4)   the Connected Person Placing Authorization is only valid to the extent the Existing Shareholders individually hold less than 50% of the then-outstanding share capital of the Company;

            (5)   any securities issued to the Existing Shareholders in an offering conducted pursuant to the General Mandate to Issue Shares shall be for cash consideration only and not as consideration for any acquisition;

            (6)   none of the Existing Shareholders shall be entitled to have representatives on the committee of the Board of Directors responsible for determining specific pricing of any offering;

            (7)   apart from the potential pro rata allocation, the Existing Shareholders will subscribe for securities on the same terms and conditions as all other placees in any offering and neither of the Existing Shareholders shall be entitled to any preferential treatment with respect to any offering conducted;

            (8)   the Company will put forward Proposals 3 and 4 to its shareholders at each subsequent annual general meeting after its listing on the HKEx; and

            (9)   the Company remains listed on the NASDAQ.

11



© 2016 BeiGene. All Rights Reserved.