Item 5. Other Information
Item 5. Other Information.
(c)
The following table describes for the quarterly period covered by this report each trading arrangement for the purchase or sale of Company securities adopted , modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
Name ( Title )
Action Taken ( Date of Action )
Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
Dr. Xiaobin Wu
( President, Chief Operating Officer )
Adoption
( May 13, 2024 )
Rule 10b5-1 trading arrangement Sale September 5, 2025 Restricted Stock Units (“RSU”) and stock options equaling to up to 218,240 American Depositary Shares (“ADSs”) less any shares sold pursuant to Dr. Wu’s prior 10b5-1 plan, which expired on May 12, 2024, but prior to this trading plan’s selling start date.
Julia Wang
( Former Chief Financial Officer )
Adoption
( May 22, 2024 )
Rule 10b5-1 trading arrangement Sale August 29, 2025 78,727 ADSs plus an additional number of ADSs subject to RSUs equal to the net number of shares resulting from applicable RSU vestings after sell-to-cover for withholding tax.
Dr. Lai Wang
( Global Head of R&D )
Adoption
( June 13, 2024 )
Rule 10b5-1 trading arrangement Sale September 12, 2025 20,000 ADSs
Item 6. Exhibits.
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.
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EXHIBIT INDEX
Exhibit No. Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg. Number
10.1†
Third Amended and Restated 2016 Share Option and Incentive Plan
8-K
(Exhibit 10.1) 6/5/2024 001-37686
10.2†
Fourth Amended and Restated 2018 Employee Share Purchase Plan
8-K
(Exhibit 10.2) 6/5/2024 001-37686
10.3†
Offer Letter, effective July 22 , 2024, by and between the Registrant and Aaron Rosenberg
X
10.4†
Separation and Transition Agreement, dated July 17, 2024, by and between the Registrant and Julia Wang
X
10.5†
Form of Global Performance Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan
X
10.6†
Form of Global Restricted Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan
X
10.7†
Form of Global Restricted Share Unit Award Agreement for Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan
X
10.8†
Form of Global Non-Qualified Share Option Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan
X
10.9†
Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan
X
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
X
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
X
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. §1350
X
101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document X
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Exhibit No. Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg. Number
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X
† Indicates a management contract or any compensatory plan, contract or arrangement.
* Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BEIGENE, LTD.
Date: August 7, 2024 By: /s/ John V. Oyler
John V. Oyler
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: August 7, 2024 By: /s/ Aaron Rosenberg
Aaron Rosenberg
Chief Financial Officer
(Principal Financial Officer)
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