BEIGENE, LTD. Item 2.02. Results of Operations and Financial Condition.
As required by the PRC Securities Laws, the Listing Application contains
additional financial information regarding the Company's research and
development expenses allocated by key products and other research and
development projects for the years ended
The information in Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On
Additional information regarding the STAR Offering and related matters is summarized below.
The STAR Offering
The proposed terms for the STAR Offering are detailed as follows:
(1) Nature of the RMB Shares Shares to be subscribed for in RMB by target
subscriber(s) (as stated below), to be listed on the
STAR Market and traded in RMB, forming the same
class as the existing ordinary shares listed on the
Hong Kong Stock Exchange and maintained on the
Company's Cayman register in Cayman Islands and on
the Company's Hong Kong register in Hong Kong (the
"Offshore Shares").
The RMB Shares will be ordinary shares ranking pari
passu with the Offshore Shares, which are listed on
the Hong Kong Stock Exchange with the same par value
($0.0001 each) and the same rights to voting and
return on assets. The Company's ADSs are listed on
the NASDAQ Global Select Market. Each ADS represents
13 ordinary shares.
The RMB Shares and the Offshore Shares will be of
the same class, but are not fungible with each
other.
(2) Size of the STAR Offering The number of RMB Shares (including the
over-allotment option) to be issued will not exceed
132,313,549 ordinary shares, representing no more
than 10% of the sum of the total number of issued
ordinary shares of the Company as of January 7, 2021
(the day before the date of the Board approval of
the STAR Offering) and the total number of the RMB
Shares to be issued in the STAR Offering. In
compliance with the applicable laws and regulations
of the PRC, an over-allotment option may be granted
for such number of RMB Shares not exceeding 15% of
that initially issued. If the over-allotment option
is granted and exercised, the number of RMB Shares
that may be issued under the over-allotment option
shall be counted within the limit of 132,313,549
Shares.
The RMB Shares will all be new ordinary shares to be
issued by the Company, and no conversion or sale of
existing ordinary shares or ADSs will be involved.
(3) Target subscribers Qualified strategic investors, price consultation
parties, as well as PRC natural persons, legal
persons and other STAR Market investors who maintain
stock accounts with the Shanghai Stock Exchange
eligible for trading on the STAR Market, other than
persons prohibited by applicable laws and
regulations (including those of the Shanghai Stock
Exchange).
If senior officers or employees of the Company
participate in the strategic placement and subscribe
for new shares publicly issued, the Company will
comply with the requirements of relevant laws and
regulations to timely complete relevant review
procedures and other relevant necessary procedures,
and disclose the details as legally required.
(4) Method of issuance The Company will adopt a combination of targeted
allotment to strategic investors, offline placement
with price consultations to qualified investors, and
online priced issuance to public investors who hold
non-locked up A-shares and non-locked up Chinese
depositary receipts traded on the Shanghai Stock
Exchange of certain market value.
(5) Method of pricing The Board or its designated pricing committee (the
"Pricing Committee") will work with the joint
sponsors to determine the offer price through
marketing and preliminary price consultations with
potential investors and finalize the offer price in
accordance with the PRC Securities Laws.
To ensure the offer price is in the best interests
of the Company and its shareholders as a whole, the
Board or the Pricing Committee and the sponsors will
take into account a variety of factors in accordance
with applicable laws and regulations, including
Company conditions, comparable companies, trading
price of Company securities and market conditions,
when determining the final offer price.
If the offer price is lower than the trading price
of the Company's ADSs or ordinary shares traded on
the NASDAQ or the Hong Kong Stock Exchange, the
Board or the Pricing Committee will decide whether
to proceed with the STAR Offering after considering
market conditions, the Company's capital needs and
development strategies, the trading prices of
comparable companies in the secondary market, and
other relevant factors.
(6) Joint sponsors China International Capital Corporation Limited
Goldman Sachs Gao Hua Securities Co. Ltd.
(7) Principal terms of Standby underwriting
underwriting
(8) Use of proceeds Assuming net proceeds of RMB 20 billion (USD 3.1
billion), the net proceeds are intended to be used
for (i) clinical development and research project
(66%), (ii) research and development center
construction (2%), (iii) bio-manufacturing plant
construction (1%), (iv) sales and marketing force
expansion (1%), and (v) replenishment of working
capital (30%).
If the actual funds raised from the STAR Offering
exceed the total investment needed for the aforesaid
projects, the Company will apply the surplus to the
principal business of the Company in accordance with
procedures adopted by the Company in accordance with
the relevant requirements. If there is any
insufficiency in the actual funds raised from the
STAR Offering to complete the projects, the Company
will make up the shortfall using its own funds.
Prior to receiving the proceeds from the STAR
Offering, the Company may support the implementation
of the aforesaid projects with its own funds based
on the actual progress of such projects. Upon
receipt of the proceeds, the Company expects to use
such proceeds to reimburse the funds previously
committed and then to cover the outstanding
investments needed for the aforesaid projects.
(9) Distribution The Company does not expect to have accumulated and
arrangements of undistributed profits prior to the completion of the
accumulated profits STAR Offering; therefore the sharing of
before the issuance undistributed profits among existing and new
registered shareholders after the STAR Offering is
not applicable.
(10) Place of listing of The STAR Market.
RMB Shares
(11) Share registers The RMB Shares will be registered on a separate
register of members maintained in the PRC (the "PRC
Register") and managed by the China Securities
Depository and Clearing Corporation Limited, the
share registrar of the RMB Shares for the Company.
The RMB Shares will not be registered on the
register of members of the Company maintained in the
Cayman Islands (the "Cayman Register") or on the
register of members of the Company maintained in
Hong Kong (the "Hong Kong Register", together with
the Cayman Register, the "Offshore Registers").
The Cayman Register and the Hong Kong Register will
continue to be maintained in the Cayman Islands and
Hong Kong, respectively, and will not include the
details of the holders of RMB Shares.
Due to the current restrictions under laws,
rules and regulations in the PRC, no movement of
Shares will be allowed between the PRC Register and
the Offshore Registers.
(12) RMB Shares cannot be The RMB Shares will be subscribed for and traded in
moved outside of the RMB and issued to investors in the PRC solely for
PRC or to the trading on the Shanghai Stock Exchange. The RMB
Offshore Registers Shares will not be able to be moved outside of the
PRC for trading in the United States, Hong Kong or
any other jurisdictions or to the Offshore
Registers.
(13) Non-fungibility The RMB Shares and the Offshore Shares will not be
between the RMB fungible.
Shares and the
Offshore Shares
(14) Valid period of the The Board's authorization for the STAR Offering is
resolutions valid for a period of 12 months from January 8,
2021.
The issue of the RMB Shares pursuant to the STAR Offering is conditional upon:
(1) market conditions;
(2) the grant of the proposed Specific Mandate by the shareholders at the EGM;
and
(3) the receipt of necessary Regulatory Approvals for the STAR Offering.
Restated Articles
Subject to and conditional upon the approval of the STAR Offering under the
Specific Mandate by the shareholders of the Company, a special resolution will
be proposed at the EGM to approve proposed amendments to the Fifth Amended and
Restated Memorandum and Articles of
The Restated Articles will be subject to and only become effective upon the listing of the RMB Shares on the STAR Market. The details of the proposed amendments to the Existing Articles will be set out in a proxy statement/circular to be sent to the shareholders of the Company in connection with the EGM.
Application for Listing on STAR Market and Registration under the PRC Securities Laws
The Listing Application has been made to the
Shareholders' Approval
The Company expects to convene the EGM to propose for consideration by its shareholders and seek their approval for the matters relating to the STAR Offering under the Specific Mandate and the Restated Articles. A proxy statement/circular for the EGM containing, among other things, details of the proposals, together with the notice of EGM will be sent to the shareholders of the Company in accordance with the requirements under the Existing Articles and applicable rules. Please note that in addition to the approval by the shareholders of the Company, the STAR Offering is also subject to market conditions and necessary Regulatory Approvals.
As the STAR Offering under the Specific Mandate is subject to, among other things, approval by the shareholders of the Company at the EGM, market conditions, and necessary Regulatory Approvals and thus may or may not proceed. Shareholders and potential investors of the Company should be aware that there is no assurance that the STAR Offering will materialize or as to when it may materialize. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
INVESTORS AND SHAREHOLDERS OF BEIGENE ARE URGED TO READ THE PROXY
STATEMENT/CIRCULAR REGARDING THE THE SPECIFIC MANDATE AND RELATED MATTERS
(INCLUDING THE RESTATED ARTICLES) WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE
Investors and shareholders will be able to obtain free copies of the proxy
statement/circular and other documents filed with the
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and other federal
securities laws, including statements regarding the proposed STAR Offering and
listing of RMB Shares on the STAR Market. Actual results may differ materially
from those indicated in the forward-looking statements as a result of various
important factors, including the possibility that the conditions, including the
approval of the Shareholders, market conditions and necessary Regulatory
Approvals, will not be met and that
Shareholders and potential investors should note that a concrete plan for the STAR Offering is subject to approval of the shareholders at the EGM, as well as market conditions and Regulatory Approvals, and thus may or may not be implemented. Shareholders and potential investors of the Company should be aware that there is no assurance that the STAR Offering will materialize or as to when it may materialize. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
Further announcement(s) or filings will be made by the Company in accordance with applicable laws and regulations on any material updates and progress in connection with the STAR Offering as and when appropriate. This Current Report is for information purposes only and does not constitute any invitation or offer to acquire, purchase or subscribe for the securities of the Company.
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Financial Information, furnished herewith
The cover page from this Current Report on Form 8-K, formatted in
104 Inline XBRL.© Edgar Online, source
