Item 1.01 Entry into a Material Definitive Agreement.

Registered Direct Offering of Shares

On July 12, 2020, BeiGene, Ltd. (the "Company") entered into a share purchase agreement (the "Purchase Agreement") with the purchasers identified therein (the "Purchasers"), pursuant to which the Company agreed to sell and issue, in a registered direct offering, 145,838,979 ordinary shares, par value $0.0001 per share (the "Shares"), at a purchase price of $14.2308 per Share (the "Registered Offering"), equivalent to $185.00 per American Depositary Share, for aggregate gross proceeds of approximately $2.08 billion, before deducting offering expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers and customary conditions to closing. The Registered Offering is expected to close on or about July 15, 2020, subject to satisfaction of customary closing conditions.

Purchasers in the Registered Offering included investment funds associated with Hillhouse Capital ("Hillhouse") and Baker Bros. Advisors LP ( "Baker Brothers"), as well as Amgen Inc. ("Amgen"), all of which are existing shareholders and affiliates of the Company. One of the Company's directors, Michael Yi, is affiliated with Hillhouse, two of the Company's directors, Michael Goller and Ranjeev Krishana, are affiliated with Baker Brothers, and one of the Company's directors, Anthony C. Hooper, is a consultant to Amgen.

The Shares were offered by the Company pursuant to an automatically effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on May 11, 2020 (File No. 333-238181). The Company filed a final prospectus supplement in connection with the Registered Offering on July 13, 2020.

The representations, warranties and covenants contained in the Purchase Agreement were made only for the purpose of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Purchase Agreement, is not complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated by reference herein.

The legal opinion of Mourant Ozannes relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.




Item 8.01 Other Events

On July 12, 2020, the Company issued a press release announcing the Registered Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

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