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. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year



On June 15, 2023, at the 2023 Annual General Meeting of Shareholders (the
"Annual Meeting") of BeiGene, Ltd. (the "Company"), the Company's shareholders
approved the Seventh Amended and Restated Memorandum and Articles of Association
of the Company (the "Seventh Restated Articles"), which amended the Sixth
Amended and Restated Memorandum and Articles of Association of the Company (the
"Existing Articles") to comply with the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong (the "HK Listing Rules").

The Seventh Restated Articles include the following key changes to the Existing Articles:

Inspection of Register of Members



In the Seventh Restated Articles, the Company amended the Existing Articles such
that any register held in Hong Kong shall during normal business hours (subject
to such reasonable restrictions as the Board of Directors of the Company (the
"Board of Directors") may impose) be open to inspection by a member on payment
of a fee of such amount not exceeding the maximum amount as may from time to
time be permitted under the HK Listing Rules as the Board of Directors may
determine for each inspection, provided that the Company may close the register
in terms equivalent to section 632 of the Companies Ordinance (Cap. 622) of Hong
Kong.

Annual Meeting

In the Seventh Restated Articles, the Company amended the Existing Articles to
require that, to the extent required by the rules of the stock exchanges on
which the Company lists its securities as applicable from time to time, the
Company hold a general meeting as its annual general meeting for each financial
year.

Proceedings at General Meetings



In the Seventh Restated Articles, the Company amended the Existing Articles such
that subject to any rights and restrictions then applicable to any class or
classes of shares, every shareholder of the Company present has the right to
speak at any general meeting.

Votes of Members

In the Seventh Restated Articles, the Company amended the Existing Articles such
that to the extent a shareholder is required to abstain from voting on a
resolution or is restricted to voting only for or only against a resolution, any
votes cast by or on behalf of such shareholder in contravention of that
requirement or restriction are not counted to the Company's knowledge.

Term for Directors



In the Seventh Restated Articles, the Company amended the Existing Articles such
that, to the extent required by applicable HK Listing Rules, any director
appointed to fill a vacancy arising from the resignation of a former director or
as an addition to the existing board, shall only hold office until the next
annual general meeting of the Company and shall then be eligible for re-election
at that meeting.

Auditor

In the Seventh Restated Articles, the Company amended the Existing Articles such
that, to the extent required by the applicable HK Listing Rules, at every annual
general meeting the Members shall appoint, by Ordinary Resolution, an auditor or
auditors to hold office until the next annual general meeting. The removal of an
auditor before the expiration of such term shall require the approval of an
Ordinary Resolution. The remuneration of the auditors shall be fixed by Ordinary
Resolution at the annual general meeting at which they are appointed; provided
that, with respect to any year, the Members may, by Ordinary Resolution,
delegate the fixing of such remuneration to the Board of Directors at the annual
general meeting.

The Seventh Restated Articles also contain additional changes to implement the above amendments.



The foregoing description of the terms of the Seventh Restated Articles and the
changes to the Existing Articles are qualified in its entirety by the full text
of the Seventh 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.





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Item 5.07. Submission of Matters to a Vote of Security Holders.



On June 15, 2023, the Company held its Annual Meeting. As disclosed in the
Company's definitive proxy statement for the Annual Meeting filed with the
Securities and Exchange Commission on April 27, 2023 (the "Proxy Statement"),
there were 1,362,652,101 ordinary shares entitled to vote at the Annual Meeting
as of the record date of April 17, 2023 (the "Record Date"), including ordinary
shares in the form of American Depositary Shares, each representing 13 ordinary
shares, and ordinary shares listed on the STAR Market and traded in RMB ("RMB
shares").

At the Annual Meeting, of the ordinary shares entitled to vote, 1,053,001,788
ordinary shares, including ordinary shares represented by ADSs, or approximately
77.3% of the outstanding ordinary shares on the Record Date, were present and
voted in person or by proxy (including abstentions) for Resolutions 1 through 7
and Resolutions 9 through 16; and 1,047,577,788 ordinary shares, including
ordinary shares represented by ADSs, or approximately 76.9% of the outstanding
ordinary shares on the Record Date, were present and voted in person or by proxy
(including abstentions) for Resolution 8. In accordance with the Company's
Existing Articles, (a) the quorum required for a general meeting of shareholders
at which an ordinary resolution is proposed consists of such shareholders
present in person or by proxy who together hold shares carrying the right to at
least a simple majority of all votes capable of being exercised on a poll, and
(b) the quorum required for a general meeting at which a special resolution is
proposed consists of such shareholders present in person or by proxy who
together hold shares carrying the right to at least two-thirds of all votes
capable of being exercised on a poll.

The matters set forth below were voted on by the Company's shareholders as of
the Record Date at the Annual Meeting. Detailed descriptions of these matters
and the voting procedures applicable to these matters at the Annual Meeting are
contained in the Proxy Statement. Set forth below are the total number of shares
voted for and against each matter, as well as the total number of abstentions
and broker non-votes with respect to each matter.

(1)  Ordinary resolution: to re-elect Dr. Margaret Dugan to serve as a Class I
director until the 2026 annual general meeting of shareholders and until her
successor is duly elected and qualified, subject to her earlier resignation or
removal:
   Votes For      Votes Against    Abstentions     Broker Non-Votes
 1,043,071,109      9,915,997         14,682              -

Accordingly, Dr. Margaret Dugan was re-elected to serve as a Class I director.



(2)  Ordinary resolution: to re-elect John V. Oyler to serve as a Class I
director until the 2026 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
   Votes For      Votes Against    Abstentions    Broker Non- Votes
 1,040,325,525     12,461,780        214,483              -

Accordingly, John V. Oyler was re-elected to serve as a Class I director.



(3)  Ordinary resolution: to re-elect Dr. Alessandro Riva to serve as a Class I
director until the 2026 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
   Votes For      Votes Against    Abstentions    Broker Non- Votes
 1,029,761,599     23,222,127         18,062              -

Accordingly, Dr. Alessandro Riva was re-elected to serve as a Class I director.



The proposals for the election of directors related solely to the election of
Class I directors nominated by the Board of Directors. The terms of the
following directors continued after the Annual Meeting: Donald W. Glazer,
Michael Goller, Anthony C. Hooper, Ranjeev Krishana, Thomas Malley, Dr. Corazon
(Corsee) D. Sanders, Dr. Xiaodong Wang and Qingqing Yi.

(4)  Ordinary resolution: to approve and ratify the selection of Ernst & Young
LLP, Ernst & Young and Ernst & Young Hua Ming LLP as the Company's reporting
accounting firms for the fiscal year ending December 31, 2023:
   Votes For      Votes Against    Abstentions    Broker Non- Votes
 1,052,805,024       172,917          23,847              -

Accordingly, the selection of Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as the Company's reporting accounting firms was approved and ratified.


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(5) Ordinary resolution: to authorize the Board of Directors to fix the auditors' remuneration for the fiscal year ending December 31, 2023:


   Votes For      Votes Against    Abstentions    Broker Non- Votes
 1,052,931,046       57,900           12,842              -

Accordingly, the Board of Directors was authorized to fix the auditors' remuneration for the fiscal year ending December 31, 2023.



(6)  Ordinary resolution: within the parameters of the HK Listing Rules, to
approve the granting of a share issue mandate to the Board of Directors to
issue, allot or deal with (i) unissued ordinary shares (excluding our RMB
Shares) and/or ADSs not exceeding 20% of the total number of issued ordinary
shares (excluding RMB shares) of the Company and/or (ii) unissued RMB shares not
exceeding 20% of the total number of issued RMB shares of the Company, each as
of the date of passing of such ordinary resolution up to the next annual general
meeting of shareholders of the Company, subject to the conditions described in
the Proxy Statement (the "General Mandate to Issue Shares"):
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 840,972,117     211,977,909        51,762              -

Accordingly, the General Mandate to Issue Shares was approved.



(7)  Ordinary resolution: within the parameters of the HK Listing Rules, to
approve the granting of a share repurchase mandate to the Board of Directors to
repurchase an amount of ordinary shares (excluding RMB shares) and/or ADSs, not
exceeding 10% of the total number of issued ordinary shares (excluding RMB
shares) of the Company as of the date of passing of such ordinary resolution up
to the next annual general meeting of shareholders of the Company, subject to
the conditions described in the Proxy Statement (the "General Mandate to
Repurchase Shares"):
   Votes For      Votes Against    Abstentions    Broker Non- Votes
 1,051,315,803      1,653,723         32,262              -

Accordingly, the General Mandate to Repurchase Shares was approved.



(8)  Ordinary resolution: to authorize the Company and its underwriters, in
their sole discretion, to allocate to each of Baker Bros. Advisors LP and
Hillhouse Capital Management, Ltd. and parties affiliated with each of them (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
the 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 set forth above for a period of five
years, which period will be subject to an extension on a rolling basis each year
(the "Connected Person Placing Authorization I"):
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 469,735,693     301,461,113     276,380,982            -

Accordingly, the Connected Person Placing Authorization I was approved.



(9)  Ordinary resolution: to authorize the Company and its underwriters, in
their sole discretion, to allocate to Amgen Inc. ("Amgen") up to a maximum
amount of shares in order to maintain the same shareholding percentage of Amgen
(based on the 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 set forth above for a period of five
years, which period will be subject to an extension on a rolling basis each
year, conditional on the approval of the shareholders who are not Amgen (the
"Connected Person Placing Authorization II"):
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 531,543,287     282,998,210     238,460,291            -

Accordingly, the Connected Person Placing Authorization II was approved.



(10)  Ordinary resolution: to approve the grant of an option to acquire shares
to Amgen to allow Amgen to subscribe for additional shares under a specific
mandate in an amount necessary to enable it to increase (and subsequently
maintain) its ownership at approximately 20.6% of the Company's outstanding
share capital, up to an aggregate of 75,000,000 ordinary shares during the
option term, pursuant to the terms of the Restated Amendment No. 2 dated
September 24, 2020 (the "Restated Second Amendment") to the Share Purchase
Agreement dated October 31, 2019, as amended, by and between the Company and
Amgen:
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 706,984,455     107,598,758     238,418,575            -

Accordingly, the grant of an option to acquire shares to Amgen pursuant to the terms of the Restated Second Amendment was approved.

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(11)  Ordinary resolution: to approve the grant of restricted share units
("RSUs") with a grant date fair value of US$5,500,000 to Mr. John V. Oyler under
the Second Amended and Restated 2016 Share Option and Incentive Plan (as
amended, the "2016 Plan"), according to the terms and conditions described in
the Proxy Statement:
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 922,909,883     79,685,760       50,406,145            -

Accordingly, the grant of RSUs to Mr. John V. Oyler under the 2016 Plan was approved.



(12)  Ordinary resolution: to approve the grant of RSUs with a grant date fair
value of US$1,333,333 to Dr. Xiaodong Wang under the 2016 Plan, according to the
terms and conditions described in the Proxy Statement:
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 959,826,464     82,102,726       11,072,598            -

Accordingly, the grant of RSUs to Dr. Xiaodong Wang under the 2016 Plan was approved.



(13)  Ordinary resolution: to approve the grant of RSUs with a grant date fair
value of US$200,000 to each of the independent non-executive directors, Dr.
Margaret Dugan, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Anthony C. Hooper,
Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Alessandro Riva, Dr. Corazon
(Corsee) D. Sanders, and Mr. Qingqing Yi, under the 2016 Plan, according to the
terms and conditions described in the Proxy Statement:
  Votes For     Votes Against    Abstentions    Broker Non- Votes
 968,887,884     80,929,272       3,184,632             -



Accordingly, the grant of RSUs to each of the independent non-executive
directors, Dr. Margaret Dugan, Mr. Donald W. Glazer, Mr. Michael Goller, Mr.
Anthony C. Hooper, Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Alessandro Riva,
Dr. Corazon (Corsee) D. Sanders, and Mr. Qingqing Yi, under the 2016 Plan, was
approved.

(14) Ordinary resolution: non-binding, advisory vote on the compensation of the Company's named executive officers, as disclosed in the Proxy Statement:


  Votes For     Votes Against    Abstentions    Broker Non- Votes
 896,391,976     156,162,133       447,679              -

Accordingly, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved.

(15) Special resolution: to adopt the Seventh Amended and Restated Memorandum and Articles of Association of the Company as described in the Proxy Statement:

Votes For Votes Against Abstentions Broker Non- Votes


 1,052,519,947       35,904          445,937              -

Accordingly, the Seventh Amended and Restated Memorandum and Articles of Association of the Company, was adopted.

(16) Ordinary resolution: to approve the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposed resolutions 1 to 15:


  Votes For     Votes Against    Abstentions    Broker Non- Votes
 949,045,011     103,527,421       429,356              -



Accordingly, the adjournment of the Annual Meeting by the chairman, if
necessary, to solicit additional proxies if there are insufficient votes at the
time of the Annual Meeting, to approve any of the proposed resolutions 1 to 15,
was approved.


Item 8.01. Other Events.

On June 9, 2023, the Company announced the presentation of new data from its
broad blood cancer portfolio of approved therapies and promising early-stage
pipeline products at the 2023 European Hematology Association Hybrid Congress.
The full text of this press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.


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On June 13, 2023, Pharmacyclics LLC ("Pharmacyclics") filed a complaint in the
U.S. District Court for the District of Delaware against the Company and its
subsidiary, BeiGene USA, Inc., alleging that BRUKINSA® infringes a
Pharmacyclics' patent issued on June 13, 2023. The Company intends to vigorously
defend against the claims.

On June 15, 2023, the Company announced that it will present data on its Bruton's tyrosine kinase inhibitor BRUKINSA® (zanubrutinib) at the 17th International Conference on Malignant Lymphoma. The full text of this press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

   Exhibit No.           Description

       3.1               Seventh Amended and Restated Memorandum and

Articles of Association of the


                         Company
       99.1              Press release titled "BeiGene Highlights Promising

Data from Blood Cancer


                         Portfolio and Pipeline at the European Hematology

Association Hybrid

Congress" issued by BeiGene, Ltd. on June 9, 2023
       99.2              Press release titled "BeiGene Highlights

Significant BRUKINSA® (zanubrutinib)


                         Data at the 17th International Conference on

Malignant Lymphoma" issued by

BeiGene, Ltd. on June 15, 2023
       104               The cover page from this Current Report on Form

8-K, formatted in Inline XBRL

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