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Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-02-25 · 11 added, 58 removed, 55 unchanged (56% of the section changed)

3 unchanged sentences

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.

Our ordinary shares traded in Renminbi (the RMB Shares) have been publicly traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange in China under the stock code "688235" since December 15, 2021.

As of January 31, 2022, we had approximately 83,741 holders of record of our ordinary shares, 83,585 of which are holders of record of our RMB Shares, and 10 holders of record of our ADSs.

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

Because many ordinary shares and ADSs are held by broker nominees, we are unable to estimate the total number of beneficial holders represented by these record holders.

8 unchanged sentences

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.

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

Performance Comparison Graph

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 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.

The following graph shows the total shareholder return of an investment of $100 in cash at market close on December 31, 2016 through December 31, 2021 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.

5 unchanged sentences

NASDAQ Biotechnology 100.00 121.63 110.85 138.69 175.33 175.37

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

3 unchanged sentences

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation, and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of the ADSs and ordinary shares.

There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within, the jurisdiction of the Cayman Islands.

2 unchanged sentences

There are no exchange control regulations or currency restrictions in the Cayman Islands.

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.

Payments of dividends and capital in respect of the ADSs, ordinary shares and RMB 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, ordinary shares or RMB Shares, as the case may be, nor will gains derived from the disposal of the ADSs, ordinary shares or RMB Shares be subject to Cayman Islands income or corporation tax.

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.

14 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.

and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in Circular 82 were deemed applicable to us.

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.

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.

3 unchanged sentences

It is also unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

Selected Consolidated Financial Data

The selected financial data set forth below is derived from our audited consolidated financial statements and may not be indicative of future operating results.

The following selected consolidated financial data should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included elsewhere in this Annual Report.

The selected financial data in this section are not intended to replace our consolidated financial statements and the related notes.

Our historical results are not necessarily indicative of our future results.

Year Ended December 31,

2020 2019 2018 2017 2016

(in thousands, except share and per share data)

Statements of Operations:

Product revenue, net $ 308,874 $ 222,596 $ 130,885 $ 24,428 $ —

Collaboration revenue — 205,616 67,335 213,959 1,070

Total revenues 308,874 428,212 198,220 238,387 1,070

Cost of sales - product 70,657 71,190 28,705 4,974 —

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

Amortization of intangible assets 846 1,326 894 250 —

Total expenses 1,966,556 1,388,103 903,989 336,844 118,130

Loss from operations (1,657,682) (959,891) (705,769) (98,457) (117,060)

Interest income (expense), net 1,998 9,131 13,947 (4,108) 383

Changes in fair value of financial instruments — — — — (1,514)

Other income (expense), net 37,490 7,174 1,993 11,501 (972)

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

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

(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)

Balance Sheet Data:

Cash, cash equivalents, and restricted cash $ 1,390,005 $ 620,775 $ 740,713 $ 239,602 $ 87,514

Short-term investments 3,268,725 364,728 1,068,509 597,914 280,660

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

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

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

Not applicable.

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