Burning Rock Biotech Ltd 6-K, filed Dec 3, 2024
Burning Rock Biotech Ltd (BNR)
About this 6-K
Burning Rock Biotech Ltd filed this 6-K on December 3, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission File Number: 001-39316
BURNING ROCK BIOTECH LIMITED
(Registrant’s Name)
No.5 Xingdao Ring Road North, International Bio Island
Guangzhou, Guangdong
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Number | Description of Document | |
| 99.1 | Press release | |
| 99.2 | Notice of Annual General Meeting | |
| 99.3 | Form of Proxy for the Annual General Meeting | |
| 99.4 | Form of Voting Card for ADS Holders | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Burning Rock Biotech Limited | ||||||
| By: | /s/ Yusheng Han | |||||
| Name: | Yusheng Han | |||||
| Title: | Chief Executive Officer | |||||
| Date: December 3, 2024 | ||||||
Exhibit 99.1
Burning Rock Announces 2024 Annual General Meeting to be Held on December 31, 2024
GUANGZHOU, China, December 3, 2024—Burning Rock Biotech Limited (NASDAQ: BNR, the “Company” or “Burning Rock”), a company focusing on the application of next generation sequencing (NGS) technology in the field of precision oncology, today announced that it will hold its annual general meeting (“AGM”) on December 31, 2024 at 10:00 a.m. (local time) at the Company’s Shanghai office at 6/F, Building 10C, Pujiang Smart Plaza, No. 2168 Chenhang Highway, Minhang District, Shanghai. The notice of the AGM and the form of proxy for the AGM are available on the Company’s website, within Investors Relation section, at https://ir.brbiotech.com.
The AGM will be held for the following proposals:
| 1. | as an ordinary resolution, THAT the appointment of Ernst & Young Hua Ming LLP as auditor of the Company for the fiscal year ending December 31, 2024 be ratified and that the directors of the Company be authorized to determine the remuneration of the auditor; |
| 2. | as an ordinary resolution, THAT Yusheng Han and Gang Lu be re-elected as directors of the Company; and |
| 3. | as an ordinary resolution, THAT each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit. |
The board of directors of the Company fully supports these proposals and recommends that shareholders and holders of American depositary shares (“ADSs”) vote in favor of these proposals.
The board of directors of the Company has fixed the close of business on December 4, 2024 (New York time) as the record date for determining the shareholders entitled to receive notice of the AGM or any adjournment or postponement thereof. Holders of record of the Company’s Class A ordinary shares or Class B ordinary shares, each with a par value of US$0.0002 per share, at the close of business on the record date are entitled to attend the AGM and any adjournment or postponement thereof. Holders of record of ADSs as of the close of business on December 4, 2024 (New York time) who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions to Citibank, N.A., the depositary of the ADSs.
The board of directors of the Company fully supports the proposed resolutions and recommends that shareholders and holders of ADSs vote in favor of the proposed resolutions.
The Company has filed its annual report on Form 20-F, as amended, containing the complete audited financial statements and the report of auditors for the year ended December 31, 2023, with the U.S. Securities and Exchange Commission (the “SEC”), which can be accessed on the Company’s website at https://ir.brbiotech.com, and on SEC’s website at http://www.sec.gov.
About Burning Rock
Burning Rock Biotech Limited (NASDAQ: BNR), whose mission is to guard life via science, focuses on the application of next generation sequencing (NGS) technology in the field of precision oncology. Its business consists of i) NGS-based therapy selection testing for late-stage cancer patients, and ii) cancer early detection, which has moved beyond proof-of-concept R&D into the clinical validation stage.
Safe Harbor Statement
This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident” and similar statements. Burning Rock may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Burning Rock’s beliefs and expectations, are forward-looking statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Burning Rock’s control. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. All information provided in this press release is as of the date of this press release, and Burning Rock does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
Contact: IR@brbiotech.com
Exhibit 99.2
BURNING ROCK BIOTECH LIMITED
NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON DECEMBER 31, 2024
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Burning Rock Biotech Limited (NASDAQ: BNR, the “Company” or “Burning Rock”) will be held on December 31, 2024 at 10:00 a.m. (local time) at the Company’s Shanghai office at 6/F, Building 10C, Pujiang Smart Plaza, No. 2168 Chenhang Highway, Minhang District, Shanghai for the following purposes:
| 1. | as an ordinary resolution, THAT the appointment of Ernst & Young Hua Ming LLP as auditor of the Company for the fiscal year ending December 31, 2024 be ratified and that the directors of the Company be authorized to determine the remuneration of the auditor; |
| 2. | as an ordinary resolution, THAT Yusheng Han and Gang Lu be re-elected as directors of the Company. The resume of each of Mr. Han and Mr. Lu are attached hereto as Exhibit A; and |
| 3. | as an ordinary resolution, THAT each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit. |
RECORD DATE
The board of directors of the Company has fixed the close of business on December 4, 2024 (New York time) as the record date for determining the shareholders entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of record of the Company’s Class A ordinary shares or Class B ordinary shares, each with a par value of US$0.0002 per share, at the close of business on the record date will be entitled to attend the annual general meeting and any adjournment or postponement thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on December 4, 2024 (New York time) (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions to Citibank, N.A., the depositary of the ADSs.
ATTENDING THE AGM
Only holders of record of Class A ordinary shares or Class B ordinary shares as of the record date are entitled to attend and vote at the AGM. Please note that holders of ADSs are not entitled to attend the AGM. Any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM.
Any holder of Class A ordinary shares or Class B ordinary shares and any duly appointed proxy or corporate representative of a holder of ordinary shares, or any other person claiming a right to attend the AGM, must be, and must appear to be healthy to attend the AGM both at the point of entry and throughout the proceedings of the meeting. Any person who is not in such condition at all relevant times, or who does not comply with any precautionary measures being implemented, in each case in the reasonable view of any officer or agent of the Company, may be refused entry to the AGM, or may be instructed to leave the AGM at any time. All officers and agents of the Company reserve the right to refuse any person entry to the AGM, or to instruct any person to leave the AGM, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM.
FORM OF PROXY AND ADS VOTING
If you are a holder of our Class A ordinary shares or Class B ordinary shares on the Record Date, you are cordially invited to attend the annual general meeting in person. Your vote is important. If you cannot attend the annual general meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy by mail to No.5 Xingdao Ring Road North, International Bio Island, Guangzhou, Attention: Xiaozhi Hu, Senior Director in Finance, by email to xiaozhi.hu@brbiotech.com as soon as possible and in any event no later than 10:00 a.m. December 20, 2024 (New York time).
If you are a registered holder of our ADSs as at the Record Date, the depositary, CITIBANK, N.A., (the “Depositary”) will forward to you the information of our annual general meeting and ask you to provide your voting instructions with respect to the shares represented by your ADSs. Holders of our ADSs who wish to exercise their voting rights for the underlying shares must act through the Depositary. For your voting instructions to be valid, you must comply with the instructions provided by or on behalf of the Depositary, and the Depositary must receive your voting instructions in the manner and on or before the date specified (the “ADS Voting Instructions Deadline”). Voting at any meeting of shareholders is by show of hands unless a poll is demanded. In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct CITIBANK N.A.— HONG KONG (the “Custodian”) to vote all shares in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the shares in accordance with the voting instructions received from the holders of ADSs. The Depositary will only vote or attempt to vote as you instruct and as further described below. Please note that if the Depositary does not receive instructions from a holder as of the Record Date on or before the ADS Voting Instructions Deadline and voting is by poll, such holder shall be deemed, and the Depositary shall deem such holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the shares, provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of shares may be adversely affected. The Depositary will not itself exercise any voting discretion. Furthermore, neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.
| BY ORDER OF THE BOARD OF DIRECTORS |
| /s/ Yusheng Han |
| Yusheng Han Chairman of the Board of Directors |
| Date: December 3, 2024 |
Exhibit A
Resume of Candidates for Directors
Mr. Yusheng Han is our founder, chairman of the board of directors and chief executive officer. Mr. Han has 19 years of experience in life science. From June 2011 to November 2013, he was an associate in Northern Light Venture Capital where he focused on investment in the healthcare industry and helped the firm invest in successful companies. From July 2005 to May 2009, Mr. Han worked at BioTek Instruments, Inc. as its general manager in China. During his term with BioTek Instruments China, he built and led teams across marketing, sales and post-sale. From September 2003 to May 2005, he served as the product specialist of Gene Company Limited. Mr. Han received a bachelor’s degree in biochemistry from Jilin University in July 2000, and a master’s degree in cell biology in Peking Union Medical College in June 2003. He obtained a Master of Business Administration degree from Columbia Business School in May 2011.
Mr. Gang Lu has served as our director since June 2014. In 2009, Mr. Lu joined Legend Star, a venture capital headquartered in Beijing, and he is now a partner of Legend Star and leads investment in healthcare, specialized in the fields of innovative medicine, biological and genetic technology, and innovative medical service. Mr. Lu holds a bachelor’s degree in electromagnetic engineering from Xidian University and a Master of Business Administration degree from Tsinghua University.
Exhibit 99.3
BURNING ROCK BIOTECH LIMITED
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON DECEMBER 31, 2024
(OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF)
Introduction
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Burning Rock Biotech Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), of proxies from the holders of the issued Class A ordinary shares and Class B ordinary shares, each with par value US$0.0002 per share of the Company (the “Ordinary Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held on December 31, 2024 at 10:00 a.m. (local time) at the Company’s Shanghai office at 6/F, Building 10C, Pujiang Smart Plaza, No. 2168 Chenhang Highway, Minhang District, Shanghai, and at any adjourned meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).
Only the holders of record of the Ordinary Shares at the close of business on December 4, 2024 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each holder of Class A ordinary shares is entitled on a poll to one vote for every such share held by him and each holder of Class B ordinary shares is entitled on a poll to six votes for every such share held by him. The quorum for the AGM is one or more shareholders entitled to vote at the AGM and present in person or by proxy or (in the case of a shareholder being a corporation or other non-natural person) by its duly authorized representative representing not less than one-third of all votes attaching to all Ordinary Shares in issue and entitled to vote in the Company throughout the meeting.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at No. 5 Xingdao Ring Road North, International Bio Island, Guangzhou, attention: Xiaozhi Hu, Senior Director in Finance, by email to xiaozhi.hu@brbiotech.com or (ii) by attending and voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to No. 5 Xingdao Ring Road North, International Bio Island, Guangzhou, Attention: Xiaozhi Hu, Senior Director in Finance, by email to xiaozhi.hu@brbiotech.com as soon as possible and in any event no later than 10:00 a.m. December 20, 2024 (New York time).
BURNING ROCK BIOTECH LIMITED
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
to Be Held on December 31, 2024
(or any adjourned meeting thereof)
We, ____________________ of ____________________, being the registered holder of __________ [Class A/Class B] ordinary shares, each with par value US$0.0002 per share (the “Shares”)1 of Burning Rock Biotech Limited (the “Company”) hereby appoint _________________, or failing him/her, the Chairman of the AGM2, as our proxy to attend and act on our behalf at the annual general meeting of the Company to be held on December 31, 2024 at 10:00 a.m. (local time), and at any adjournment(s) or postponement(s) thereof. Our proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the Annual General Meeting as indicated below, or if no such indication is given, as my/our proxy thinks fit3:
| No. |
RESOLUTIONS |
FOR |
AGAINST |
ABSTAIN | ||||
| 1. | as an ordinary resolution, THAT the appointment of Ernst & Young Hua Ming LLP as auditor of the Company for the fiscal year ending December 31, 2024 be ratified and that the directors of the Company be authorized to determine the remuneration of the auditor; | |||||||
| 2. | as an ordinary resolution, THAT Yusheng Han and Gang Lu be re-elected as directors of the Company; and | |||||||
| 3. | as an ordinary resolution, THAT each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit. | |||||||
| Dated__________, 2024 | Signature(s)4 | |
|
|
| 1 | Please insert the number and class (i.e., Class A or Class B) of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chairman of the AGM is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| 3 | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for.” If you wish to vote against a particular resolution, tick the appropriate box marked “against.” If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain.” |
| 4 | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
Exhibit 99.4
Annual General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on December 20, 2024 for action to be taken. 2024 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES Burning Rock Biotech Limited (the “Company”) ADS CUSIP No.: 12233L206.* ADS Record Date:December 4, 2024 Meeting Specifics:Annual General Meeting of Shareholders to be held on December 31, 2024 at 10:00 A.M. (local time) at the Company’s Shanghai office at 6/F, Building 10C, Pujiang Smart Plaza, No. 2168 Chenhang Highway, Minhang District, Shanghai, and at any adjourned meeting thereof (the “Meeting”). Meeting Agenda: Please refer to the Company’s Notice of Meeting enclosed herewith. Depositary:Citibank, N.A. Deposit Agreement:Deposit Agreement, dated as of June 16, 2020, as amended by Amendment No. 1 to Deposit Agreement, dated as of May 15, 2024. Deposited Securities: Class A ordinary shares, par value US$0.0002 per share, of the Company. Custodian:Citibank, N.A.—Hong Kong. *ADR CUSIP No. is provided as a convenience only and without any liability for accuracy. The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified above (such American Depositary Shares, the “ADSs”), acknowledges receipt of a copy of the Depositary’s Notice of Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (a) in the event voting takes place at a shareholders’ meeting by a show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received timely from a majority of Holders of ADSs who provided voting instructions, and (b) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in Section 4.10 of the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained in Section 4.10 of the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instructions must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.
Resolutions As an ordinary resolution, THAT the appointment of Ernst & Young Hua Ming LLP as auditor of the Company for the fiscal year ending December 31, 2024 be ratified and that the directors of the Company be authorized to determine the remuneration of the auditor. As an ordinary resolution, THAT Yusheng Han and Gang Lu be re-elected as directors of the Company. As an ordinary resolution, THAT each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit. The Company’s Notice of Meeting and related materials are available through the Company’s website, within the Investors Relation section, at https://ir.brbiotech.com/. A Issues Burning Rock Biotech Limited For Against Abstain Resolution 1 Resolution 2 Resolution 3 Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked below as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue (unless otherwise specified in the notice distributed to holders). If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” voting instruction for such issue. Please be sure to sign and date this Voting Instructions Card. Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such. Signature 1—Please keep signature within the line Signature 2—Please keep signature within the line Date (mm/dd/yyyy)
