Item 3.03. Material Modification to Rights of Security Holders.
See the disclosure set forth in Item 5.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnDecember 15, 2021 , the Sixth Amended and Restated Memorandum and Articles of Association (the "Sixth Restated Articles") ofBeiGene, Ltd. (the "Company") were filed with the Cayman Islands Registrar of Companies and became effective, upon the listing of the Company's ordinary shares traded in Renminbi (the "RMB Shares") and offered in the Company's initial public offering (the "STAR Offering") on the Science and Technology Innovation Board (the "STAR Market") of theShanghai Stock Exchange inChina . The Sixth Restated Articles were approved by the Company's shareholders at the 2021 Annual General Meeting of Shareholders of the Company onJune 16, 2021 , effective subject to and upon completion of the STAR Offering.
The Sixth Restated Articles include the following key changes to the Fifth
Amended and Restated Memorandum and Articles of
Transfer of Shares To comply with the Rules Governing the Listing of Securities on the STAR Market and other applicable securities regulations inthe People's Republic of China , in the Sixth Restated Articles, the Company amended the Existing Articles such that the transfer of any shares through electronic transfer as recognized by the designated stock exchanges shall be deemed to satisfy the requirement of form of instrument of transfer under the Sixth Restated Articles.
Proceedings at General Meetings
In the Sixth Restated Articles, the Company amended the Existing Articles such that the Company could hold a general meeting of shareholders as a physical meeting, as a hybrid meeting or as an electronic meeting. To the extent required by the designated stock exchange rules, the Company shall facilitate shareholders of RMB Shares to attend a general meeting through an online voting platform, and such attendance by the shareholders shall be deemed to constitute presence in person at the meeting.
In the Sixth Restated Articles, the Company amended the Existing Articles such that, unless the Company consents in writing to the selection of an alternative forum, theU.S. federal district courts shall be the sole and exclusive forum for resolving any complaints asserting a cause of action under theU.S. Securities Act of 1933, as amended.
The Sixth Restated Articles also contain certain consequential changes in connection with the key changes described above.
The foregoing description of the terms of the Sixth Restated Articles and the changes to the Existing Articles are qualified in its entirety by the full text of the Sixth Restated Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
OnDecember 15, 2021 , the Company issued a press release announcing the closing of the STAR Offering. A copy of this press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Sixth Amended and Restated Memorandum and
Articles of Association of the
Company, as currently in effect. 99.1 Press Release titled "BeiGene Announces Closing of ItsRMB22.2 Billion (US$3.5 Billion ) Initial Public Offering on the
STAR Market of the
Stock Exchange inChina ", issued byBeiGene, Ltd. onDecember 15, 2021 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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