What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-03-02 · 31 added, 22 removed, 82 unchanged (39% of the section changed)

2 unchanged sentences

Our American Depositary Shares ("ADSs") have been publicly traded on the NASDAQ Global Select Market under the symbol “BGNE” since February 3, 2016.

Our ordinary shares have been publicly traded on the HKEx under the stock code “06160” since August 8, 2018.

As of January 31, 2020, we had approximately 160 holders of record of our ordinary shares and nine holders of record of our ADSs.

Our ordinary shares have been publicly traded on the Stock Exchange of Hong Kong Limited ("HKEx") under the stock code “06160” since August 8, 2018.

As of January 31, 2021, we had approximately 160 holders of record of our ordinary shares and 10 holders of record of our ADSs.

This number does not include beneficial owners whose ordinary shares or ADSs are held by nominees in street name.

1 unchanged sentence

Dividend Policy

Our board of directors has adopted a dividend policy.

As stated in such policy, we currently intend to retain all available funds and earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.

Subject to the applicable law and our amended and restated articles of association, any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

If we pay dividends in the future, in order for us to distribute dividends to its shareholders and holders of ADSs, we may rely to some extent on any dividends distributed by our PRC subsidiaries.

PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us.

Our board of directors has adopted a dividend policy which provides that we currently intend to retain all available funds and earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.

Subject to applicable law and our amended and restated articles of association, any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

This dividend policy reflects our board of directors’ current views on our financial and cash flow position.

1 unchanged sentence

We have never declared or paid any dividends on our ordinary shares or any other securities.

We currently intend to retain all available funds and earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future.

If we pay dividends in the future, in order for us to distribute dividends to our shareholders, we will rely to some extent on any dividends distributed by our PRC subsidiaries.

Any dividend distributions from our PRC subsidiaries to us will be subject to PRC withholding tax.

In addition, PRC regulations currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China.

If we pay dividends in the future, in order for us to distribute dividends to our shareholders and holders of ADSs, we may rely to some extent on dividends distributed by our PRC subsidiaries.

PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us, and such distributions will be subject to PRC withholding tax.

In addition, PRC regulations currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits, as determined in accordance with our articles of association and the accounting standards and regulations in the PRC.

Investors should not purchase our ordinary shares or ADSs with the expectation of receiving cash dividends.

1 unchanged sentence

This graph is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The following graph shows the total stockholder return of an investment of $100 in cash at market close on February 3, 2016 (the first day of trading of our ADSs) through December 31, 2019 for our ADSs, the NASDAQ Composite Index (U.S.), and the NASDAQ Biotechnology Index.

Pursuant to applicable SEC rules, all values assume reinvestment of the full amount of any dividends, although no dividends have been declared to date.

The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

The following graph shows the total shareholder return of an investment of $100 in cash at market close on February 3, 2016 (the first day of trading of our ADSs) through December 31, 2020 for our ADSs, the NASDAQ Composite Index (U.S.), and the NASDAQ Biotechnology Index.

Pursuant to applicable SEC rules, all values assume reinvestment of the full amount of any dividends, although no dividends have been declared or paid to date.

The shareholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future shareholder returns.

2/3/16 3/31/16 6/30/16 9/30/16 12/31/16 3/31/17 6/30/17 9/30/17 12/31/17 3/31/18 6/30/18

BeiGene, Ltd.

100.00 103.50 105.23 108.79 107.20 129.27 158.90 365.32 345.06 593.22 542.83

NASDAQ Composite 100.00 105.84 105.60 116.17 118.10 130.06 135.47 143.69 153.10 157.06 167.44

NASDAQ Biotechnology 100.00 97.63 96.54 108.60 99.57 110.37 116.84 125.89 121.12 121.19 124.92

9/30/18 12/31/18 3/31/19 6/30/19 9/30/19 12/31/19 3/31/20 6/30/20 9/30/20 12/31/20

BeiGene, Ltd.

608.12 495.27 466.10 437.68 432.42 585.31 434.71 665.25 1,011.44 912.39

NASDAQ Composite 179.86 148.75 173.75 180.47 180.80 203.33 174.96 229.10 254.85 294.67

NASDAQ Biotechnology 138.91 110.38 127.54 124.67 113.92 138.10 123.91 157.25 155.95 174.59

Equity Compensation Plan Information

9 unchanged sentences

Payments of dividends and capital in respect of the ADSs and ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the ADSs or ordinary shares, as the case may be, nor will gains derived from the disposal of the ADSs or ordinary shares be subject to Cayman Islands income or corporation tax.

Under the Enterprise Income Tax Law, or EIT Law, an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for PRC enterprise income tax purposes.

Under the Enterprise Income Tax Law ("EIT Law"), an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for PRC enterprise income tax purposes.

The implementation rules of the EIT Law define “de facto management body” as a managing body that exercises substantial and overall management and control over the production and operations, personnel, accounting and properties of an enterprise.

13 unchanged sentences

As a holding company, our key assets and records, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC.

We are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities.

We are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a

PRC “resident enterprise” by the PRC tax authorities.

Accordingly, we believe that BeiGene, Ltd.

1 unchanged sentence

However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.

The implementation rules of the EIT Law provide that, (1) if the enterprise that distributes dividends is domiciled in the PRC or (2) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or

capital gains are treated as China‑sourced income.

It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident.

8 unchanged sentences

Year Ended December 31,

2020 2019 2018 2017 2016

(in thousands, except share and per share data)

5 unchanged sentences

Research and development (1)

1,294,877 927,338 679,005 269,018 98,033

Selling, general and administrative 600,176 388,249 195,385 62,602 20,097

6 unchanged sentences

Loss before income tax expense (1,618,194) (943,586) (689,829) (91,064) (119,163)

Income tax (expense) benefit

Income tax (benefit) expense (17,671) 6,992 (15,796) 2,235 54

Net loss (1,600,523) (950,578) (674,033) (93,299) (119,217)

net loss attributable to noncontrolling interest (3,617) (1,950) (264) (194) —

Net loss attributable to BeiGene, Ltd.

$ (1,596,906) $ (948,628) $ (673,769) $ (93,105) $ (119,217)

Loss per share attributable to BeiGene, Ltd, basic and diluted (2)

$ (1.47) $ (1.22) $ (0.93) $ (0.17) $ (0.30)

Weighted-average shares outstanding, basic and diluted 1,085,131,783 780,701,283 720,753,819 543,185,460 403,619,446

Included in research and development expense is $50 million and $89 million of upfront payments related to collaboration agreements entered into in 2019 and 2018, respectively (see Note 3).

(1) Included in research and development expense is $109.5 million, $50.0 million and $89.0 million of upfront payments for in-process research and development related to collaboration agreements entered into in 2020, 2019 and 2018, respectively (see Note 3).

(2) See Note 16 to our audited consolidated financial statements appearing elsewhere in this Annual Report for a description of the method used to calculate basic and diluted loss per share of ordinary shares.

As of December 31,

2020 2019 2018 2017 2016

(in thousands)

3 unchanged sentences

Working capital 3,885,491 862,384 1,697,390 763,509 339,341

Total assets 5,600,757 1,612,289 2,249,684 1,046,479 405,813

Total liabilities 1,731,514 633,934 496,037 362,248 52,906

Preferred shares

Noncontrolling interest — 16,150 14,445 14,422 —

Total equity (deficit)

Total equity 3,869,243 978,355 1,753,647 684,231 352,907

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity