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SEC Filings

DEF 14A
BEIGENE, LTD. filed this Form DEF 14A on 11/08/2018
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Table of Contents


PROPOSAL 6

APPROVAL OF THE BEIGENE, LTD. SECOND AMENDED AND RESTATED 2018 EMPLOYEE
SHARE PURCHASE PLAN

General

        On November 7, 2018, our Board of Directors approved the BeiGene, Ltd. Second Amended and Restated 2018 Employee Share Purchase Plan (the "Second A&R 2018 ESPP"), subject to shareholder approval. We are seeking shareholder approval of the Second A&R 2018 ESPP to increase the maximum number of ordinary shares that will be made available for sale thereunder by 3,855,315 shares, or 0.5% of our outstanding shares as of September 30, 2018. When the BeiGene, Ltd. 2018 Employee Share Purchase Plan (the "2018 ESPP") was adopted and approved by our stockholders in June 2018, the 2018 ESPP had a maximum number of shares available for sale of 3,500,000 ordinary shares. As of September 30, 2018, 3,500,000 ordinary shares remained available for future issuance under the 2018 ESPP, as the first offering period commenced on September 4, 2018 and has not yet been completed.

        In August 2018, in accordance with the HK Listing Rules, our Board of Directors adopted theAmended and Restated 2018 Employee Share Purchase Plan to remove the "evergreen" feature from the 2018 ESPP that provided for an automatic annual increase of 0.5% of our outstanding ordinary shares to the number of shares reserved under the 2018 ESPP and to make other changes required by the HK Listing Rules. These amendments did not require shareholder approval. The increase to the aggregate number of shares contemplated by the Second A&R 2018 ESPP is intended to approximate the 0.5% increase that would have been added on January 1, 2019, had the evergreen remained in place. As the "evergreen" provision was removed, there will not be an automatic increase to the number of shares reserved under the 2018 ESPP on January 1, 2019 or in future years.

        Our Board of Directors believes it is in the best interests of the Company and our shareholders to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through their participation in the Second A&R 2018 ESPP, encouraging them to remain in our employ and more closely aligning their interests with those of our shareholders.

        The Second A&R 2018 ESPP, which is a discretionary employee share purchase scheme of the Company and does not involve the grant of incentive options over new ordinary shares or other new securities issued by the Company, does not constitute a share option scheme as defined in Chapter 17 of the HK Listing Rules.

        The following summary of certain major features of the Second A&R 2018 ESPP is subject to the specific provisions contained in the full text of the Second A&R 2018 ESPP set forth in Appendix C to this Proxy Statement and is incorporated herein by reference.

        Our Board of Directors believes it is in the best interest of the Company and our shareholders that the Second A&R 2018 ESPP be approved. Shareholders are requested in this Proposal 6 to approve the Second A&R 2018 ESPP. If the Second A&R 2018 ESPP is not approved by shareholders, the existing Amended and Restated 2016 Share Option and Incentive Plan will remain in effect, and it is possible that we would need to terminate the plan if additional shares are not authorized by shareholders prior to exhausting the current authorization.

        The Second A&R 2018 ESPP allows eligible employees to purchase our ordinary shares (including in the form of ADSs) at a 15% discount to the market price of our ordinary shares or ADSs. Employees purchase our ordinary shares or ADSs at the end of an offering period using funds deducted from their payroll during the offering period. The Second A&R 2018 ESPP is an important component of the benefits package that we offer to our employees. We believe that it is a key factor in

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