BEIGENE, LTD. : significant modification of the rights of security holders, modifications of the articles of association or regulations; Change of year, other events, financial statements and supporting documents (form 8-K)


Article 3.03. Significant change in the rights of security holders.

See the information presented in Section 5.03 of this current report on Form 8-K, which information is incorporated herein by reference.

Article 5.03. Amendments to articles of incorporation or bylaws; Change of exercise.

On December 15, 2021, the Sixth Amended and Restated Memorandum and Articles of
Association (the "Sixth Restated Articles") of BeiGene, 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
the Shanghai Stock Exchange in China. The Sixth Restated Articles were approved
by the Company's shareholders at the 2021 Annual General Meeting of Shareholders
of the Company on June 16, 2021, effective subject to and upon completion of the
STAR Offering.

The updated sixth articles include the following key changes to the amended and updated Fifth Memorandum and Articles of Company association (the “Existing Articles”):

Transfer of Shares

To comply with the Rules Governing the Listing of Securities on the STAR Market
and other applicable securities regulations in the 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.

Deliberations of General Assemblies

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.

Exclusive Federal Forum

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, the U.S. federal district courts shall be the sole and exclusive forum
for resolving any complaints asserting a cause of action under the U.S.
Securities Act of 1933, as amended.

The sixth update articles also contain some consequential changes in relation to 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.


Article 8.01. Other events.

On December 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.


Article 9.01. Financial statements and supporting documents.

(d) Exhibits.

   Exhibit No.            Description

       3.1                Sixth Amended and Restated Memorandum and

The statutes of the

                          Company, as currently in effect.

       99.1               Press Release titled "BeiGene Announces Closing of Its RMB22.2 Billion
                          (US$3.5 Billion) Initial Public Offering on the

STAR market of Shanghai

                          Stock Exchange in China", issued by BeiGene, Ltd. on December 15, 2021.

       104                The cover page from this Current Report on Form 8-K, formatted in Inline
                          XBRL



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