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Item 5. Other Information

2023-08-02 compared with 2023-05-04 · 31 added, 20 removed, 24 unchanged (68% of the section changed)

Other Information.

On May 3, 2023, we entered into Amendment No.

2 (the “Amendment”) to the Registration Right Agreement (the “Registration Rights Agreement”) with 667, L.P., Baker Brothers Life Sciences, L.P.

and 14159, L.P.

(collectively, the "Baker Entities"), and Hillhouse BGN Holdings Limited, HHLR Fund, L.P.

(formerly known as Gaoling Fund, L.P.) and YHG Investment, L.P.

(collectively, the "Hillhouse Entities") (each an “Investor” and collectively, the “Investors”), all of which were existing shareholders.

Pursuant to the Amendment, our registration obligations under the Registration Rights Agreement have been extended to December 31, 2026.

The registration rights agreement provides that, subject to certain limitations, if at any time and from time to time, the Investors demand that we register our ordinary shares and any other securities held by the Investors at the time any such demand is made on a Registration Statement on Form S-3 for resale under the Securities Act, we would be obligated to effect such registration.

Our registration obligations under the registration rights agreement include our obligation to facilitate certain underwritten public offerings of our ordinary shares or ADSs by the Investors in the future.

The registration rights agreement also requires us to pay expenses relating to such registrations and indemnify the Investors against certain liabilities.

The Baker Entities are affiliated with two of the Company's directors, Michael Goller and Ranjeev Krishana.

The Hillhouse Entities are affiliated with one of the Company's directors, Michael Yi.

The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which the Company has filed as an exhibit hereto.

On July 28, 2023 (the “Signing Date”), a credit facility agreement (the “Credit Agreement”) was entered into by and between the Company, as the borrower, and China Merchants Bank Co., Ltd., as the lender (the “Lender”).

The Credit Agreement provides for a $400 million uncommitted and unsecured credit facility (the “Credit Facility”), pursuant to which each loan issued has a term up to one year, provided that all loans must be repaid within eighteen months of the Signing Date.

Loans under the Credit Facility have a floating interest rate based on the secured overnight financing rate plus an applicable margin and are calculated daily from the date the loan is utilized and settled on a quarterly basis.

The proceeds of the loans under the Credit Facility are available to finance the working capital needs and for daily operations of the Company and its subsidiaries.

The Credit Agreement contains financial covenants that require the Company to uphold certain ratios of liabilities to ownership equity, maintain specified amounts of both consolidated net assets and consolidated cash balance, and reach a certain amount of annual sales revenue for products, all which are tested either quarterly or annually.

The Credit Agreement also contains operating covenants including, among other things, (i) maintaining its listing status on The Stock Exchange of Hong Kong Limited and The Science and Technology Innovation Board of the Shanghai Stock Exchange, (ii) preserving interest reserve in the account with the Lender, (iii) limitations on the incurrence of certain additional indebtedness, and (iv) preservation of ownership of key patents and other covenants surrounding the Company’s intellectual property.

Other certain covenants, representations and warranties, and events of default, are contained in the Credit Agreement, many of which would be breached or triggered solely to the extent they have a material adverse effect on the Company’s ability to perform its obligations under the Credit Agreement or affect the Company’s normal operations.

As of the date of this report, no borrowings were outstanding under the Credit Agreement.

The foregoing description of the terms of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which the Company has filed as an exhibit hereto.

Chan Lee , the Company’s Senior Vice President and General Counsel, entered into a 10b5-1 trading plan on May 9, 2023 .

Lee’s plan provides for sales of both options and restricted stock units commencing on the later of:

(i) August 8, 2023 or (ii) the earlier of (a) the third business day following the disclosure of the Company’s financial results in a Form 10-Q for the completed fiscal quarter in which the plan is adopted;

or (b) September 7, 2023, with such sales ending on August 14, 2024.

The maximum number of options to be sold under the plan is 7,257 American Depositary Shares ("ADSs").

The maximum number of shares to be sold under the plan is 1,440 ADSs.

Lee’s trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s insider trading policy.

See the Exhibit Index below for a list of the exhibits filed as part of, or incorporated by reference into, this Quarterly Report, which Exhibit Index is incorporated herein by reference.

1 unchanged sentence

Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.

10.1# Second Amendment to Collaboration Agreement dated February 26 , 2023, by and between the Registrant and Amgen Inc.

10.2† Independent Director Compensation Policy, as amended

3.1 Seventh Amended and Restated Memorandum and Articles of Association of the Company , as currently in effect

(Exhibit 3.1) 6/15/2023 001-37686

10.3 Amendment No.

2 to Registration Rights Agreement, dated May 3, 2023, between the Registrant and the Investors

10.1 Mutual Termination and Release Agreement, dated July 10, 2023, by and between BeiGene Switzerland GmbH and Novartis Pharma AG

10.2 Facility Agreement, dated as of July 28, 2023, by and between the Registrant and China Merchants Bank Co., Ltd.

10.3† Offer Letter, dated June 10, 2022, by and between the Registrant and Chan Lee

10.4† Amended and Restated Employment Apportionment Agreement, dated June 16, 2023, by and between BeiGene (Beijing) Co., Limited, BeiGene Guangzhou Biologics Manufacturing Co., Ltd., BeiGene Pharmaceutical (Shanghai) Co., Ltd.

and Xiaobin Wu

10.5† Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Second Amended and Restated 2016 Share Option and Incentive Plan

10.6† Form of Global Restricted Share Unit Award Agreement for Employees under the Second Amended and Restated 2016 Share Option and Incentive Plan

10.7† Form of Global Restricted Share Unit Award Agreement for Consultants under the Second Amended and Restated 2016 Share Option and Incentive Plan

10.8† Form of Global Non-Qualified Share Option Agreement for Employees under the Second Amended and Restated 2016 Share Option and Incentive Plan

10.9† Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Second Amended and Restated 2016 Share Option and Incentive Plan

10.10† Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Second Amended and Restated 2016 Share Option and Incentive Plan

31.1 Certification of Principal Executive Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended

31.2 Certification of Principal Financial Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended

Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.

32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.

6 unchanged sentences

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X

# Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[*]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential.

† Indicates a management contract or any compensatory plan, contract or arrangement.

2 unchanged sentences

BEIGENE, LTD.

May 4, 2023 By:

August 2, 2023 By:

Chief Executive Officer and Chairman

(Principal Executive Officer)

May 4, 2023 By:

August 2, 2023 By:

/s/ Julia Wang

2 unchanged sentences

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-Q

Item 5. Other Information