Other Information.
−Removed: On July 28, 2023 (the “Signing Date”), a credit facility agreement (the “Credit Agreement”) was entered into by and between the Company, as the borrower, and China Merchants Bank Co., Ltd., as the lender (the “Lender”).
−Removed: The Credit Agreement provides for a $400 million uncommitted and unsecured credit facility (the “Credit Facility”), pursuant to which each loan issued has a term up to one year, provided that all loans must be repaid within eighteen months of the Signing Date.
−Removed: Loans under the Credit Facility have a floating interest rate based on the secured overnight financing rate plus an applicable margin and are calculated daily from the date the loan is utilized and settled on a quarterly basis.
−Removed: The proceeds of the loans under the Credit Facility are available to finance the working capital needs and for daily operations of the Company and its subsidiaries.
−Removed: The Credit Agreement contains financial covenants that require the Company to uphold certain ratios of liabilities to ownership equity, maintain specified amounts of both consolidated net assets and consolidated cash balance, and reach a certain amount of annual sales revenue for products, all which are tested either quarterly or annually.
−Removed: The Credit Agreement also contains operating covenants including, among other things, (i) maintaining its listing status on The Stock Exchange of Hong Kong Limited and The Science and Technology Innovation Board of the Shanghai Stock Exchange, (ii) preserving interest reserve in the account with the Lender, (iii) limitations on the incurrence of certain additional indebtedness, and (iv) preservation of ownership of key patents and other covenants surrounding the Company’s intellectual property.
−Removed: Other certain covenants, representations and warranties, and events of default, are contained in the Credit Agreement, many of which would be breached or triggered solely to the extent they have a material adverse effect on the Company’s ability to perform its obligations under the Credit Agreement or affect the Company’s normal operations.
−Removed: As of the date of this report, no borrowings were outstanding under the Credit Agreement.
−Removed: The foregoing description of the terms of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which the Company has filed as an exhibit hereto.
−Removed: Chan Lee , the Company’s Senior Vice President and General Counsel, entered into a 10b5-1 trading plan on May 9, 2023 .
−Removed: Lee’s plan provides for sales of both options and restricted stock units commencing on the later of:
−Removed: (i) August 8, 2023 or (ii) the earlier of (a) the third business day following the disclosure of the Company’s financial results in a Form 10-Q for the completed fiscal quarter in which the plan is adopted;
−Removed: or (b) September 7, 2023, with such sales ending on August 14, 2024.
−Removed: The maximum number of options to be sold under the plan is 7,257 American Depositary Shares ("ADSs").
−Removed: The maximum number of shares to be sold under the plan is 1,440 ADSs.
−Removed: Lee’s trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s insider trading policy.
+Added: There were no trading arrangements for the purchase or sale of our securities entered into, modified or terminated by our directors or officers during the quarterly period covered by this report.
See the Exhibit Index below for a list of the exhibits filed as part of, or incorporated by reference into, this Quarterly Report, which Exhibit Index is incorporated herein by reference.
1 unchanged sentence
Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.
−Removed: 3.1 Seventh Amended and Restated Memorandum and Articles of Association of the Company , as currently in effect
−Removed: (Exhibit 3.1) 6/15/2023 001-37686
−Removed: 10.1 Mutual Termination and Release Agreement, dated July 10, 2023, by and between BeiGene Switzerland GmbH and Novartis Pharma AG
−Removed: 10.2 Facility Agreement, dated as of July 28, 2023, by and between the Registrant and China Merchants Bank Co., Ltd.
−Removed: 10.3† Offer Letter, dated June 10, 2022, by and between the Registrant and Chan Lee
−Removed: 10.4† Amended and Restated Employment Apportionment Agreement, dated June 16, 2023, by and between BeiGene (Beijing) Co., Limited, BeiGene Guangzhou Biologics Manufacturing Co., Ltd., BeiGene Pharmaceutical (Shanghai) Co., Ltd.
−Removed: and Xiaobin Wu
−Removed: 10.5† Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Second Amended and Restated 2016 Share Option and Incentive Plan
−Removed: 10.6† Form of Global Restricted Share Unit Award Agreement for Employees under the Second Amended and Restated 2016 Share Option and Incentive Plan
−Removed: 10.7† Form of Global Restricted Share Unit Award Agreement for Consultants under the Second Amended and Restated 2016 Share Option and Incentive Plan
−Removed: 10.8† Form of Global Non-Qualified Share Option Agreement for Employees under the Second Amended and Restated 2016 Share Option and Incentive Plan
−Removed: 10.9† Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Second Amended and Restated 2016 Share Option and Incentive Plan
−Removed: 10.10† Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Second Amended and Restated 2016 Share Option and Incentive Plan
+Added: 10.1# Settlement and Termination Agreement, dated as of August 1, 2023, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC , Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl
+Added: 10.2# Mutual Termination and Release Agreement, dated September 17, 2023, by and between BeiGene Switzerland GmbH and Novartis Pharma AG
31.1 Certification of Principal Executive Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended
31.2 Certification of Principal Financial Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended
−Removed: Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.
32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
6 unchanged sentences
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X
−Removed: † Indicates a management contract or any compensatory plan, contract or arrangement.
+Added: # Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[…***…]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential.
* Furnished herewith.
1 unchanged sentence
BEIGENE, LTD.
−Removed: August 2, 2023 By:
+Added: November 9, 2023 By:
Chief Executive Officer and Chairman
(Principal Executive Officer)
−Removed: August 2, 2023 By:
+Added: November 9, 2023 By:
/s/ Julia Wang
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.