On December 15, 2021, BeiGene, Ltd. ("BeiGene") was successfully listed on the SSE STAR Market (hereinafter referred to as "Listing of this issue " or "the project"). 115,055,260 shares were listed at an issuance price of RMB 192.60 per share, raising approximately RMB 22.2 billion (before the exercise of the over-allotment option). These funds are to be used for clinical trial research and development, marketing, construction projects, manufacturing research, development, marketing and industrialization projects, as well as supplementing working capital.
The listing of this issue is significant due to the following:
1. BeiGene became the first biotechnology company to listed in Shanghai, Hong Kong and New York under the symbols 688235 (A shares), 06160 (HK) and BGNE (NASDAQ) respectively.
2. In terms of financing, this was the largest IPO on the SSE STAR Market in 2021, the largest non-state-owned IPO of A-shares in the past three years, and the largest IPO of a healthcare company anywhere in the world over the past two decades.
3. This was another successful case of a Red Chip company listing in China and lays a path for other Red Chip companies to follow in their return to the A-share market.
Founded in 2010 with the vision of "creating innovative medicines to benefit the people", BeiGene is a global, commercial-stage biotechnology company focused on the research, development, production and commercialization of innovative medicines. In 2016, BeiGene became the first innovative Chinese biotechnology company to be listed on the NASDAQ . In 2018, the company was listed on the Hong Kong Stock Exchange, becoming the first company to be listed on both the NASDAQ and the Hong Kong Stock Exchange and one of the first unprofitable biotechnology companies to be listed on the Hong Kong Stock Exchange. BeiGene ranks first among all unprofitable biotechnology companies listed on the Main Board of the Hong Kong Stock Exchange in terms of market capitalization.
After previously acting as the sponsor and underwriter's counsel for BeiGene’s US and Hong Kong listings, JunHe again acted as the Chinese legal advisor to the joint sponsors in this IPO. We drafted and revised the legal sections of the prospectus and the related application documents; issued legal opinions and memoranda on the IPO and related legal issues; drafted, reviewed and revised responses to the legal issues of concern to the SSE and the CSRC; prepared project drafts; reviewed the English and Chinese translations and assisted the joint sponsors with various related legal issues; and provided legal services in relation to the registration of the IPO in the US. The team's solid work attitude and professionalism won the trust and recognition of our clients and other intermediaries.
The complexity and innovation of this project is reflected in the following:
（1）This was the first A-share offering of a triple-listed Red Chip biotechnology company and involved the regulation of securities offerings and the disclosure of information in numerous jurisdictions, including the Cayman Islands, the United States, Hong Kong, China and mainland China. It posed a great challenge to the issuer and the other professional bodies in dealing with the different regulatory requirements across various locations.
（2）It involved corporate governance and investor protection under the Red Chip structure. As a company established in the Cayman Islands and listed on the NASDAQ and the Hong Kong Stock Exchange, the current corporate governance system was based on the relevant laws, regulations and rules of the company's place of incorporation and overseas listing, which was different from the corporate governance model currently applicable to domestic A-share listed companies. With very few precedents to refer to, JunHe and the intermediary team assisted BeiGene in revising and improving a series of corporate governance systems and investor protection mechanisms to ensure that BeiGene’s A-share investors were provided with the same protection of their rights and interests after the issuance and the listing of BeiGene.
（3）It involved shareholder verification for an offshore listed company. As a company listed on the NASDAQ and the Hong Kong Stock Exchange, the shares of BeiGene were already freely circulating and fungible in the public market, making shareholder verification very difficult; JunHe and the team of intermediaries from all parties eventually developed a verification plan that was approved by the regulators.
（4）It involved numerous cross-border clinical trials and multinational collaborative research and development. As of September 2021, BeiGene has 11 self-developed drugs in clinical trials or commercialization, over 95 planned or ongoing clinical trials in over 40 countries and regions, and extensive and in-depth licensing collaborations with several multinational companies. BeiGene 's multinational business is highly complex and rapidly changing, and JunHe’s team provided accurate analysis and practical legal advice based on its understanding of the regulatory practices in the pharmaceutical industry.