BeiGene : (Revised) Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 July 2020

Monthly Return of Equity Issuer on Movements in Securities

For the month ended

(dd/mm/yyyy) :

31/07/2020 (Revised)

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer

BeiGene, Ltd.

(incorporated in the Cayman Islands with limited liability)

Date Submitted

10/08/2020

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code : 06160

Description :

Ordinary shares

Par value

Authorised share

No. of ordinary

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

9,500,000,000

US$0.0001

US$950,000

Increase/(decrease)

Nil

Nil

Balance at close of the month

9,500,000,000

US$0.0001

US$950,000

(2) Stock code : N/A

Description :

N/A

Par value

Authorised share

No. of ordinary

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

2. Preference Shares

Stock code :	N/A		Description :		N/A
					No. of		Par value	Authorised share
				preference		(State	capital
				shares		currency)	(State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
3. Other Classes of Shares
Stock code :	N/A		Description :		Undesignated Shares
				No. of other		Par value	Authorised share
				classes of		(State	capital
				shares		currency)	(State currency)
Balance at close of preceding month	500,000,000			US$0.0001	US$50,000
Increase/(decrease)			Nil				Nil
Balance at close of the month		500,000,000			US$0.0001	US$50,000
Total authorised share capital at the end of the month (State

currency) :	US$1,000,000

II. Movements in Issued Share Capital

	No. of ordinary shares	No of preference		No. of other
	(1)	(2)		shares	classes of shares
Balance at close of
preceding month	1,015,798,786		N/A		N/A	500,000,000
Increase/ (decrease)
during the month	154,449,906		N/A		N/A		Nil
Balance at close of
the month	1,170,248,692		N/A		N/A	500,000,000

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of

No. of new shares of No. of new shares of

share option

issuer issued during

issuer which may be

scheme

the month pursuant

issued pursuant

including EGM

Movement during the month

thereto

thereto as at close of

approval date

the month

(dd/mm/yyyy) and

class of shares

issuable

Granted

Exercised

Cancelled

Lapsed

1. 2011 Option

Plan (Adopted

by the Company

on 15/04/2011,

as amended

from time to

time)

Ordinary shares

Nil

2,739,906

143

Nil

2,739,906

10,611,122

(Note 1)

2. Second

Amended and

Restated 2016

Share Option

and Incentive

Plan (Adopted

by the Company

on 14/01/2016,

as amended from

time to time)

652,951

Ordinary shares

(Please see

5,871,021

663,760

Nil

5,871,021

117,081,102

Remark 2)

(Note 1)

3. Second
Amended and
Restated 2018
Employee Share
Purchase Plan
(Adopted by the
Company on
06/06/2018, as
amended from
time to time)
Ordinary shares	Nil	Nil	Nil	Nil	Nil	6,541,125

(Note 1)

4. Amended and Restated 2018 Inducement Equity Plan (Adopted by the Company on 06/06/2018, as amended from time to time)

Ordinary Shares

Nil

Nil

37,856

Nil

Nil

11,087,764

(Note 1)

Total A. (Ordinary shares) 8,610,927 (Preference shares) N/A

(Other class) N/A

Total funds raised during the month from exercise
of options (State currency)	US$20,011,761.72

Warrants to Issue Shares of the Issuer which are to be Listed

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

Nominal value

month

pursuant

Currency

at close of

Exercised

Nominal value

pursuant

thereto as at

Description of warrants

of nominal

preceding

during the

at close of the

thereto

close of the

(Date of expiry - dd/mm/yyyy)

value

month

month

month

month

1. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

2. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

3. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

4. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

(	/	/	)

(	/	/	)

(	/	/	)

(

/

/

)

Total B. (Ordinary shares) N/A (Preference shares) N/A (Other class) N/A

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

Amount at

pursuant

thereto as at

Currency of

close of

Converted

Amount at

thereto

close of the

amount

preceding

during the

close of the

month

Class and description

outstanding

month

month

month

1. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))	( / /	)
2. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)
3. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)
4. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)

Total C. (Ordinary shares) N/A

(Preference shares) N/A

(Other class) N/A

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

					No. of new shares	No. of new shares of
					of issuer issued	issuer which may be
					during the month		issued pursuant
					pursuant thereto
					thereto as at close of
Full particulars including EGM approval date (dd/mm/yyyy),					the month
if applicable, and class of shares issuable:
1. Shares issuable pursuant to (i) the option agreement with
	Xiaodong Wang and (ii) the option agreement with John V.
	Oyler
		Nil	15,200,667
	Ordinary shares (Note 1)
2.	N/A
	(	/	/	)
	shares (Note 1)
3.	N/A
	(	/	/	)
	shares (Note 1)
		N/A
	Total D. (Ordinary shares)
	(Preference shares)	N/A
	(Other class)	N/A

Other Movements in Issued Share Capital

No. of new	No. of
shares of	new
issuer issued	shares of
during the	issuer
month	which
pursuant	may be
thereto	issued
	pursuant
	thereto
	as at
	close of
	the
Type of Issue	month

Class

of

shares

________

issuable (Note 1)

1.

Rights issue

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

2.

Open offer

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

3.

Placing

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

4.

Bonus issue

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

No. of new	No. of
shares of	new
issuer issued	shares of
during the	issuer
month	which
pursuant	may be
thereto	issued
	pursuant
	thereto
	as at
	close of
	the
Type of Issue	month

Class

of

shares

________

issuable (Note 1)

5.

Scrip dividend

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

repurchased (Note 1)

6.

Repurchase of

Cancellation date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

redeemed (Note 1)

7.

Redemption of

Redemption date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

8.

Consideration

At price :

State

Issue and allotment

(

/

/

)

issue

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

N/A

N/A

No. of new

No. of

shares of

new

issuer issued

shares of

during the

issuer

month

which

pursuant

may be

thereto

issued

pursuant

thereto

as at

close of

the

Type of Issue

month

Class

of

shares

________

issuable (Note 1)

9. Capital

Issue and allotment

(

/

/

)

reorganisation

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

ordinary

issuable (Note 1)

shares

10. Other

State

USD

(Please see

At price :

14.2308

Issue and allotment

currency

(15/07/2020)

Remark 1)

date : (dd/mm/yyyy)

EGM approval date:

(17/06/2020)

N/A

(dd/mm/yyyy)

145,838,979

Total E.

(Ordinary

shares) 145,838,979

(Preference shares) N/A (Other class) N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)	154,449,906
(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):	N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to
N/A
E):

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

1. all money due to the listed issuer in respect of the issue of securities has been received by it;
2. all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

1. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
2. all the securities of each class are in all respects identical (Note 3);
3. all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
4. all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
5. completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
6. the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

1. The Company allotted and issued 145,838,979 ordinary shares on 15 July 2020 pursuant to the Share Purchase Agreement (as defined in the Company's announcement dated 13 July 2020) and pursuant to the general mandate approved by the Company's shareholders at the 2020 annual general meeting on 17 June 2020.
2. The options to subscribe for an aggregate of 3,331 American Depositary Shares (43,303 ordinary shares) granted on July 31 as disclosed in the grant of share options announcement dated 5 August 2020 were cancelled.
3. The Company's Hong Kong-registered portion of its ordinary shares outstanding at the end of each month during the 12 months ending 30 June 2020 was 565,856,804 ordinary shares ("HK Shares").
   The Company's HK Shares held by a depositary as underlying for American Depositary Receipts outstanding at the end of each month during the 12 months ending 30 June 2020 were 517,394,267 ordinary shares (31 July 2019), 519,111,905 ordinary shares (31 August 2019), 519,425,413 ordinary shares ordinary shares (30 September 2019), 520,468,403 ordinary shares (31 October 2019), 523,278,379 ordinary shares ordinary shares (30 November 2019), 523,441,724 ordinary shares (31 December 2019), 522,857,387 ordinary shares (31 January 2020), 523,004,378 ordinary shares (29 February 2020), 523,607,318 ordinary shares (31 March 2020), 526,703,710 ordinary shares (30 April 2020), 531,561,667 ordinary shares (31 May 2020), 530,754,081 ordinary shares (30 June 2020), respectively.
4. The remaining outstanding ordinary shares of the Company are registered on its principal register of members maintained in the Cayman Islands.

Submitted by: Scott A. Samuels	_
Title: Senior Vice President, General Counsel and Assistant Secretary	_
	(Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

1. "Identical" means in this context:
2. • the securities are of the same nominal value with the same amount called up or paid up;
   • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
   • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
3. If there is insufficient space, please append the prescribed continuation sheet.