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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


THE COMPANIES LAW (2013 REVISIONAS AMENDED) OF

THE CAYMAN ISLANDS COMPANY LIMITED

BY SHARES

FOURTHFIFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

BEIGENE, LTD.

GRAPHIC

(Adopted by special resolution passed on January 14, 2016 and effective on February 8, 2016 immediately prior to the completion of the Company's initial public offering of its ordinary shares represented by American Depositary SharesDecember 7, 2018)


INTERPRETATION

1.
In these Articles Table A in the First Schedule to the Law does not apply and, unless there is something in the subject or context inconsistent therewith:

ADS

  means an American Depositary Share representing the Ordinary Shares.

Articles

 

means these articles of association of the Company as amended from time to time.

Articles Effectiveness Date

 

means February 8, 2016, the date upon which these Articles become effective.

Auditor

 

means the person for the time being performing the duties of auditor of the Company (if any).

Board or Board of Directors or Directors

 

means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.

Cayman Islands

 

means the Cayman Islands, a British Overseas Territory.

Chairman

 

means the chairman of the Board.

Class or Classes

 

means any class or classes of Shares as may from time to time be issued by the Company.

Class I

 

means the group of Directors that serves until the first annual general meeting following the Articles Effectiveness Date and for each successive three year term thereafter.

Class II

 

means the group of Directors that serves until the second annual general meeting following the Articles Effectiveness Date and for each successive three year term thereafter.

Class III

 

means the group of Directors that serves until the third annual general meeting following the Articles Effectiveness Date and for each successive three year term thereafter.

Commission

 

means the United States of America Securities and Exchange Commission or any other federal agency for the time being administering the Securities Act.

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