Business Context and Reporting Period
This Form 8-K Current Report was filed by BeiGene, Ltd. on March 23, 2022. The registrant is a global, commercial-stage biotechnology company operating in over 30 offices across five continents. Its primary marketed medicine, BRUKINSA, is approved in 45 markets including the United States, the European Union, and the People's Republic of China (PRC).
Key Financial Metrics
This filing is a current report regarding a change in certifying accountants and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes Versus Prior Period
The material change reported is the resignation of the Company's independent registered public accounting firm for its SEC filings. Ernst & Young Hua Ming LLP, located in Beijing, PRC, resigned effective March 23, 2022, after serving since 2014. This change applies only to audits filed with the U.S. Securities and Exchange Commission (SEC). The accounting firms for filings with the Shanghai Stock Exchange and Hong Kong Stock Exchange remain unchanged.
Guidance, Outlook, and Management Commentary
Management Commentary: The Audit Committee approved the engagement of Ernst & Young LLP, located in Boston, Massachusetts, as the new independent registered public accounting firm for the fiscal year ending December 31, 2022. The Company stated that the change was driven by its evolution into a global business with substantial organizational capabilities outside the PRC, necessitating business process and control changes.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers regarding drug efficacy, regulatory approvals, commercial success, intellectual property, reliance on third parties, and the impact of the COVID-19 pandemic. The Company confirmed there were no disagreements with the outgoing auditor regarding accounting principles, financial statement disclosure, or auditing scope during the fiscal years ended December 31, 2021 and 2020, or the subsequent interim period.
Important Facts for Investor Verification
- Ernst & Young Hua Ming LLP (Beijing) resigned as the auditor for SEC filings effective March 23, 2022.
- Ernst & Young LLP (Boston) was engaged as the new auditor for SEC filings for the fiscal year ending December 31, 2022.
- The resignation was not due to any disagreements or reportable events regarding accounting or auditing matters.
- The Company's auditors for the Shanghai and Hong Kong Stock Exchanges remain Ernst & Young Hua Ming LLP and Ernst & Young (Hong Kong), respectively.
- A letter from the outgoing auditor agreeing with the Company's disclosures is filed as Exhibit 16.1.