--- schema_version: "secwatch.filing_event.v1" accession: "0001651308-23-000085" form_type: "8-K" ticker: "ONC" cik: "0001651308" company_name: "BeOne Medicines Ltd." filed_at: "2023-06-15T23:59:59+00:00" generated_at: "2026-06-14T00:17:51.570610+00:00" event_type: "litigation" sentiment: "negative" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # BeiGene announces shareholder approval of charter amendments and faces patent infringement lawsuit over BRUKINSA ## Summary - Shareholders approved Seventh Restated Articles to comply with HK Listing Rules, including changes to director terms, auditor appointment, and voting procedures. - Re-elected Class I directors Margaret Dugan, John V. Oyler, and Alessandro Riva at the June 15 annual meeting. - Approved general mandate to issue up to 20% new shares and repurchase up to 10% of shares; also approved connected person placings and RSU grants. - Pharmacyclics filed a patent infringement lawsuit on June 13, 2023, alleging BRUKINSA infringes a newly issued patent; BeiGene intends to defend vigorously. - Presented new blood cancer data at EHA and ICML conferences, including updated SEQUOIA, ALPINE, and ROSEWOOD trial results. ## SEC filing metadata - accession: 0001651308-23-000085 - form_type: 8-K - ticker: ONC - cik: 0001651308 - company_name: BeOne Medicines Ltd. - filed_at: 2023-06-15T23:59:59+00:00 - event_type: litigation - sentiment: negative - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 3.03, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/bgne-20230609.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001651308-23-000085 - JSON: https://secwatch.observer/filing/0001651308-23-000085.json - Plain text: https://secwatch.observer/filing/0001651308-23-000085.txt ## Key facts - Governance Changes BeOne Medicines Ltd.: Shareholders approved Seventh Amended and Restated Memorandum and Articles of Association to comply with HK Listing Rules, with changes to inspection of register, annual meeting, meetings proceedings, votes, director terms, and auditor provisions (effective 2023-06-15). - Change: charter amendment - Effective: 2023-06-15 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Grant share issue mandate to Board of Directors (General Mandate to Issue Shares) at the 2023-06-15 meeting. - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Authorize Board of Directors to fix auditors' remuneration for fiscal year ending December 31, 2023 at the 2023-06-15 meeting. - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Grant share repurchase mandate to Board of Directors (General Mandate to Repurchase Shares) at the 2023-06-15 meeting. - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Re-elect Dr. Margaret Dugan as Class I director at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Re-elect John V. Oyler as Class I director at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Approve and ratify selection of Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as reporting accounting firms for fiscal year ending December 31, 2023 at the 2023-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm - Shareholder Votes BeOne Medicines Ltd. shareholders approved Re-elect Dr. Alessandro Riva as Class I director at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651308/000165130823000085/0001651308-23-000085-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.