BeiGene : COMPLETION OF ISSUE OF SUBSCRIPTION SHARES AND ADDITIONAL SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE AND APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

BeiGene, Ltd.

百濟神州有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 06160)

COMPLETION OF

ISSUE OF SUBSCRIPTION SHARES AND ADDITIONAL SUBSCRIPTION

SHARES UNDER SPECIFIC MANDATE

AND

APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

Reference is made to the announcements of BeiGene, Ltd. (the "Company") dated November 1, 2019 and December 9, 2019 (the "Announcements") in respect of, inter alia, the Subscription and Director Appointment under the Share Purchase Agreement as amended by the Amendment Agreement.

Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless defined otherwise.

COMPLETION OF THE SUBSCRIPTION

The Company is pleased to announce that all the conditions precedent set out in the Share Purchase Agreement have been fulfilled and the Closing took place on January 2, 2020 (US Eastern Time) in accordance with the terms and conditions of the Share Purchase Agreement as amended by the Amendment Agreement.

On January 2, 2020, 15,895,001 ADSs representing 206,635,013 ordinary shares of the Company (the "Subscription Shares"), which represented approximately 20.5% of the Company's outstanding Shares as at the date of this announcement, were allotted and issued to Amgen and credited as fully paid, for an aggregate cash consideration of US$2.78 billion at the Subscription Price of US$13.45 per Share (equivalent to US$174.85 per ADS), in accordance with the Share Purchase Agreement as amended by the Amendment Agreement and pursuant to the Specific Mandate obtained from the Shareholders at the EGM on December 27, 2019.

Concurrent with the closing of the Subscription, the Collaboration Agreement became effective as of January 2, 2020.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after the allotment and issue of the ADSs representing the Subscription Shares upon Closing are set out below for illustrative purposes only:

Name of Shareholder

Amgen Inc.

Entities affiliated with Baker Bros. Advisors LP (3)

FMR LLC (4)

Entities affiliated with Hillhouse Capital (5)

The Capital Group Companies, Inc. (6)

John V. Oyler (7)

Other Shareholders

Total

Notes:

				Immediately following
Immediately before the	Closing of the allotment
allotment and issue of	and issue of the
the Subscription Shares	Subscription Shares
Number of	% of issued	Number of	% of issued
Shares	shares(1)	Shares	shares(2)
-	-	206,635,013	20.5%
161,880,677		20.20%	161,880,677	16.06%
77,376,736		9.66%	77,376,736	7.68%
76,563,367		9.55%	76,563,367	7.60%
70,511,967		8.80%	70,511,967	7.00%
83,090,439		10.37%	83,090,439	8.24%
331,917,512	41.42%	331,917,512	32.92%
801,340,698		100.00%		1,007,975,711	100.00%

1. The calculation is based on the total number of 801,340,698 Shares in issue immediately before the allotment and issue of the Subscription Shares, which included Shares issued to the Depositary in exchange for a corresponding amount of ADSs for the purposes of ensuring that it has ADSs readily available to satisfy the vesting of restricted share units and the exercise of share options from time to time.
2. The calculation is based on the total number of 1,007,975,711 Shares in issue immediately following closing of the allotment and issue of the Subscription Shares, which included Shares issued to the Depositary in exchange for a corresponding amount of ADSs for the purposes of ensuring that it has ADSs readily available to satisfy the vesting of restricted share units and the exercise of share options from time to time.
3. Julian C. Baker and Felix J. Baker are the managing members of Baker Bros. Advisors (GP) LLC. Baker Bros. Advisors (GP) LLC is the sole general partner of Baker Bros. Advisors LP, which is the investment advisor with sole voting and investment power to 667, L.P. and Baker Brothers Life Sciences, L.P. Also, Baker Brothers Life Sciences Capital, L.P. is the general partner of Baker Brothers Life Sciences, L.P. For the purposes of the SFO, Julian C. Baker, Felix J. Baker, Baker Bros. Advisors (GP) LLC and Baker Bros. Advisors LP are deemed to be interested in the 16,319,660 Shares held by 667, L.P. and the 145,425,622 Shares held by Baker Brothers Life Sciences, L.P. Each of Julian C. Baker and Felix J. Baker further holds 92,326 Shares, and 43,069 Shares through FBB3 LLC, a controlled corporation.
4. Members of the Johnson family including Abigail P. Johnson, are the predominant owners, directly or through trusts, of series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.
   Fidelity Management & Research Company is interested in 76,621,186 Shares. Its controlled corporation, FMR Co., Inc, is directly interested in 74,641,468 Shares and indirectly interested in 8,931,261 Shares. FMR Co., Inc is wholly owned by Fidelity Management & Research Company. Fidelity Management & Research Company is wholly owned by FMR LLC.

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1. (i) 58,995,800 Shares are held by Gaoling Fund, L.P.; (ii) 4,121,589 Shares are held by YHG Investment, L.P.; and (iii) 13,445,978 Shares are held by Hillhouse BGN Holdings Limited. Hillhouse Capital Advisors, Ltd. acts as the sole general partner of YHG Investment, L.P. and the sole management company of Gaoling Fund, L.P. Hillhouse Capital Management, Ltd. is the sole management company of Hillhouse Fund II, L.P., which owns Hillhouse BGN Holdings Limited. Under the SFO, Hillhouse Capital Advisors, Ltd. is deemed to be interested in the 58,995,800 Shares held by Gaoling Fund, L.P., the 4,121,589 Shares held by YHG Investment, L.P. and Hillhouse Capital Management, Ltd. is deemed to be interested in the 13,445,978 Shares held by Hillhouse BGN Holdings Limited. Under the SFO, Hillhouse Fund II, L.P. is deemed to be interested in the 13,445,978 Shares held by Hillhouse BGN Holdings Limited.
2. (i) 14,455,195 Shares are held by Capital International, Inc.; (ii) 382,031 Shares held by Capital International Limited; (iii) 1,980,425 Shares are held by Capital International Sarl; (iv) 51,669,696 Shares are held by Capital Research and Management Company; and (v) 2,024,620 Shares are held by Capital Bank & Trust Company.
   Capital Group International, Inc. is wholly owned by Capital Research and Management Company. Capital International, Inc., Capital International Limited and Capital International Sarl are wholly owned by Capital Group International, Inc. Capital Bank & Trust Company is wholly owned by The Capital Group Companies, Inc. For the purposes of the SFO, Capital Research and Management Company and Capital Group International, Inc. are deemed to be interested in the 16,817,651 Shares held by Capital International, Inc., Capital International Limited and Capital International Sarl, and The Capital Group Companies, Inc. is deemed to be interested in the 2,024,620 Shares held by Capital Bank & Trust Company.
   Capital Research and Management Company is wholly owned by The Capital Group Companies Inc. For the purposes of the SFO, The Capital Group Companies Inc. is deemed to be interested in the 68,487,347 Shares held by Capital Research and Management Company directly and indirectly.
3. Includes (i) 15,581,850 Shares held by Mr. Oyler; (ii) Mr. Oyler's entitlement to receive up to 18,883,180 Shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options, and (iii) Mr. Oyler's entitlement to restricted share units equivalent to 829,938 Shares, subject to vesting conditions; (iv) 10,000,000 Shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (v) 102,188 Shares held by The John Oyler Legacy Trust, of which Mr. Oyler's father is a trustee, for the benefit of his minor child, for which Mr. Oyler disclaims beneficial ownership; (vi) 7,743,227 Shares held for the benefit of Mr. Oyler in a grantor retained annuity trust, of which Mr. Oyler's father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (vii) 29,439,115 Shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retain annuity trust, for which Mr. Oyler's father is a trustee, for which Mr. Oyler disclaims beneficial ownership; and (viii) 510,941 Shares are held by The Oyler Family Legacy Trust for the benefit of Mr. Oyler's family members, of which Mr. Oyler's father is a trustee and Mr. Oyler is the settlor.

APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

The Company hereby announces that Mr. Anthony C. Hooper ("Mr. Hooper") was appointed as a non-executive director of the Company following the approval of his appointment by the Shareholders at the EGM on December 27, 2019, with effect from January 2, 2020. Mr. Hooper will serve as a director until the 2022 annual general meeting of shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

Set out below is the biography of Mr. Hooper and other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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Mr. Hooper, aged 65, retired from Amgen in January 2020, where he was Executive Vice President from September 2018 to January 2020, and Executive Vice President, Global Commercial Operations from 2011 to August 2018. From 2010 to 2011, Mr. Hooper was Senior Vice President, Commercial Operations and President, U.S., Japan and Intercontinental of Bristol-Myers Squibb Company (BMS). From 2009 to 2010, Mr. Hooper was President, Americas of BMS. From 2004 to 2009, Mr. Hooper was President, U.S. Pharmaceuticals, Worldwide Pharmaceuticals Group, a division of BMS. Prior to that, Mr. Hooper held various senior leadership positions at BMS. Prior to joining BMS, Mr. Hooper was Assistant Vice President of Global Marketing for Wyeth Laboratories. Mr. Hooper earned law and MBA degrees from the University of South Africa in 1978 and 1988 respectively. Mr. Hooper serves on the board of MannKind Corporation, a company listed on the NASDAQ (ticker symbol: MNKD). We believe Mr. Hooper's extensive experience and knowledge in the healthcare sector and broad international experience in pharmaceutical commercial operations qualify him to serve on, and contributes to the diversity of, the Board.

Mr. Hooper is a consultant of Amgen.

There is no service contract between the Company and Mr. Hooper. Mr. Hooper will receive the same compensation and indemnification as the Company's other independent directors, as described in the Company's proxy statement/circular for its 2019 Annual General Meeting of Shareholders filed with The Stock Exchange of Hong Kong Limited and the Securities and Exchange Commission (the "SEC") on April 29, 2019 and the Current Report on Form 8-K filed with the SEC on June 5, 2019. In accordance with the Company's amended independent director compensation policy (the "Policy") and the provisions of the Company's Second Amended and Restated 2016 Share Option and Incentive Plan, as amended (the "2016 Plan"), the Company will grant Mr. Hooper a share option valued at US$300,000, pro-rated in the first year of service, with an exercise price equal to the greater of (i) the fair market value of the Company's ordinary shares on the date of grant and (ii) the average fair market value of the Company's ordinary shares over the five trading days preceding the date of grant, in each case as determined in reference to the closing price of the Company's ADSs on the NASDAQ Stock Market. Each ADS represents 13 ordinary shares. The share option will vest in full on the earlier of the first anniversary of date of grant or the date of the next annual meeting of shareholders, and in full upon death, disability or the occurrence of specified events in connection with a change of control of the Company. Mr. Hooper will also receive annual cash compensation of US$50,000 for his service as a director, pro-rated in the first year of service, and reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board of Directors and its committees. Additionally, Mr. Hooper will be entitled to annual equity grants in accordance with the Policy and the 2016 Plan.

Except as disclosed above, Mr. Hooper (i) does not hold any other position in the Company or any subsidiaries of the Company; (ii) has not held in the last three years any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO as at the date of this announcement.

Except as disclosed above, there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters concerning the appointment of Mr. Hooper that need to be brought to the attention of the Shareholders.

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The Company would like to extend its warm welcome to Mr. Hooper on his new appointment.

By order of the Board

BeiGene, Ltd.

Mr. John V. Oyler

Chairman

Hong Kong, January 3, 2020

As at the date of this announcement, the Board of Directors of the Company comprises Mr. John V. Oyler as Chairman and Executive Director, Dr. Xiaodong Wang and Mr. Anthony C. Hooper as Non-executive Directors, and Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi as Independent Non-executive Directors.

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