BeiGene : 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS PROXY STATEMENT/ CIRCULAR

May 03, 2021 at 12:53 am

2021

ANNUAL GENERAL MEETING OF SHAREHOLDERS

PROXY STATEMENT/ CIRCULAR

April 30, 2021

Dear Fellow Shareholders:

Although quite challenging in many ways, 2020 was a wonderful and successful year for BeiGene as we expanded our core capabilities and achieved impressive results.

Last year, the world experienced suffering and challenges on many fronts, revealing our tenuous grasp on global public health, honest respectful dialogue, and the consequences of not following science. On the bright side, it was inspiring to witness the incredible power of science to provide fast, impactful solutions to fight humanity's common enemy - COVID-19.

At BeiGene, we are motivated by the unprecedented collaboration that we witnessed over the last year amongst regulators, industry, and the broader healthcare community. Fighting cancer effectively requires a similar willingness to work together globally and work differently.

A little over a decade ago, Dr. Xiaodong Wang and I founded BeiGene. We began with the belief that science was working spectacularly, but impactful medicines were not being developed rapidly enough and affordably enough to help most cancer patients across the globe.

We felt that profound change was required to rectify these issues. We set out to build a very different kind of company, one that was fit for this purpose. We hoped to build a passionate, entrepreneurial, and scientific team that would think differently, challenge the status quo, adopt the latest technologies, and develop a completely new way of doing things.

We understood that cancer has no borders, and neither should we. We recognized that the leading challenge facing our industry was the tremendous upfront costs and time associated with clinical trials. We knew that to succeed we must be "global, yet local" and recruit the most exceptional talent wherever they might be located.

We became a global, headquarter-less company. We felt that it was important to have a geographically diverse leadership team to avoid making those who were not at "headquarters" feel like they were excluded, or second-class citizens. In our early years, we said that our headquarters was on United Airlines. Several years ago, as early adopters of exceptional technology, we began to say that we were headquartered on Zoom. Our journey has not been without mistakes, learnings, and challenges, but through passion, teamwork, and substantial elbow grease, we have created what we feel is a unique and vibrant organization.

Today, our vision is becoming a reality. BeiGene continues to work to establish itself as a transformational global biotech company, with over 5,900 colleagues across 14 countries. Our leadership team and employee base are global and decentralized. We are passionately fighting cancer through our efforts to improve the ability to discover, develop, and provide affordable access to cancer medicines to billions more people by 2030.

Core Competencies

We believe that we must address affordability in medicines today. Doing so requires new core competencies for success. We have spent the past decade building these competencies to help drive change in our industry - clinical development, China commercialization, manufacturing, and at the heart of it all, our internal research capabilities.

Clinical Development. We are striving to build a competitive advantage in the way that we conduct clinical trials by in-sourcing much of this work and through building more global capabilities. Our clinical development team, comprised of more than 1,750 people, is squarely focused on improving an area where industry spends the vast majority of time and money for new medicine development. Large trials may take two to three years to enroll the required number of patients, and it is widely recognized that the current process is inefficient and costly, leaving tremendous opportunity for improvement. This is challenging for small companies that must rely on third parties for development and infrastructure, and improvements in this area generally have not been a priority for most larger companies.

BeiGene has expanded our clinical trial footprint to advance programs in regions far and wide across 35 countries. We lead in what we refer to as China-inclusive clinical development, or programs driven by our own teams that incorporate sites and patients in China, and have established a significant presence in exciting territories, such as Australia, where we are one of the largest clinical trial sponsors. Our strong footprint and capability contributes to speed and affordability in areas of high unmet need, including China, where roughly a quarter of all new cancer incidences occur. With our focus on quality, operational excellence, and adoption of new technology, we have developed a core competency in clinical development required for any leading global biopharma of the future.

China Commercial. We believe that our expertise in this essential market allows us to attract and retain top commercial talent at a watershed moment when China's reimbursement regime is making the country critical to any biopharmaceutical company that aspires to be successful globally. Our footprint in China includes a science- focused commercial organization of more than 2,100 colleagues covering over 1,000 hospitals, driven by the highly experienced executive leadership of Dr. Xiaobin Wu. Earlier this year, BeiGene received national reimbursement approval for all three eligible commercial brands. Although we were seventh to market with our anti-PD-1 at launch in 2020, we grew steadily to the fourth largest market share within the year, expanding rapidly with the aspiration to be top of the class. We believe that this impressive uptake curve reflects the strength of our launch excellence, as well as our capabilities on the ground in China.

Manufacturing. To help us develop new medicines faster and more affordably, we have invested heavily in building our own state-of-the-art manufacturing facilities. We are expanding our small molecule capabilities in Suzhou and expanding our biologics facility in Guangzhou, which already has 54,000 liters of bioreactors in the ground, with 8,000 liters of biologics capacity approved for commercial supply of tislelizumab, our PD-1 immunotherapy. We have also broken ground on an adjacent site, which provides us room to expand to several times this capacity. We are committed to the highest levels of quality and efficiency and expect to be the first paperless biological manufacturing facility in China and integrate new technologies such as 3D modeling, digital twin, augmented interfaces, and artificial intelligence. We are also planning to build a biologics manufacturing facility in the United States.

Research. BeiGene's mission of accelerating cancer research, affordable pricing, and a culture of science helps attract and retain top talent around the globe. We have developed state-of-the-art research capabilities in China and expect to grow the team from over 500 now to nearly 800 researchers by the end of this year, making us one of the largest oncology research teams globally. We have a track record of success in discovering and entering into the clinic more than ten of our own internally developed small molecule and antibody drug candidates, of which two have been approved for commercial use in multiple indications. We have internalized the vast majority of our research in an effort to help enable faster development and lower cost. We believe that our broad and deep pipeline has the potential to bring new medicines to patients through numerous mono and combination therapies.

2020 Results

We believe our strategic capabilities are hard to build, and critical for the future. The best testament to capabilities is results, and I am pleased to report another strong year for BeiGene, with sustained growth that brings us closer to our goals.

Pipeline Advancements. We have over 45 medicines and product candidates in commercial stage or clinical development, including seven approved medicines, five pending approval, and over 30 in clinical development.

As we approached 2020, BeiGene launched our first internally developed medicine, BRUKINSA® (zanubrutinib), in the United States. We priced BRUKINSA, a potentially best-in-class BTK inhibitor, more affordably than competitive medicines in the U.S., in keeping with our belief that medicines should be more affordable. Our broad development program for BRUKINSA to date includes 31 interventional clinical trials that have enrolled over 3,700 patients outside of China. We have boldly conducted two head-to-head studies comparing zanubrutinib with ibrutinib, the first-in-class medicine with more than $5.3 billion in reported sales in 2020.

In early 2020, we launched tislelizumab, our PD-1 immunotherapy, in China. Tislelizumab was specifically designed to minimize binding to Fc-gamma receptors on macrophages, as binding to Fc-gamma has been shown to compromise anti-tumor activity of PD-1 antibodies. Again, our efforts have been characterized by a broad development program with 85 clinical trials that have enrolled over 13,000 patients globally. Although we heavily relied on data from China, over 2,600 patients in this program are from outside of China. We are working with our new collaborator, Novartis, to file for approval of tislelizumab in the United States and Europe in the near term.

Commercial Success. Our revenue growth during 2020 was powered by five products launched over the last four years, two of which were internally developed medicines. This includes the launch of BRUKINSA, which set a record for speed in China, launching just 12 days after approval. While in the US, we successfully grew BRUKINSA despite the challenges presented by launching in the midst of COVID-19. We launched tislelizumab in a crowded Chinese market but continue to gain impressive share. Also in China, we launched XGEVA®, which we license from Amgen, and saw a dramatic uptake following inclusion in the National Reimbursement Drug List, driven by our expanded dedicated sales team and affordability.

During the COVID-19 pandemic, we finalized new collaborations in an effort to further unlock long-term shareholder value. By the end of 2021, we could be commercializing up to 12 products. We believe that our science and medicine-based team sets us apart from the competition and will help us to continue to drive revenue growth.

Partnering Success. Our collaboration with Novartis enables us to further develop and commercialize our anti- PD-1 antibody, tislelizumab, in North America, Europe, and Japan and evaluate a range of future combination therapies. Moreover, our collaboration with Amgen, closed in January 2020, has allowed us to launch XGEVA to new patients in 2020 and is on track to launch BLINCYTO® and KYPROLIS® this year as we work together with Amgen to advance a portfolio of their clinical- and late-preclinical-stage oncology pipeline products.

Financial Stability. As we plan for the future, we believe that we are well-positioned for growth with a strong cash position of $4.66 billion as of December 31, 2020, together with an additional $650 million received from Novartis in the first quarter of 2021. Our balance sheet has been supported by successful financings, such as our record-setting registered direct equity placement in 2020, which were possible due to the support of our long-term investors. In addition, we have been able to monetize our assets, as exemplified by the Novartis collaboration.

We aim to be the first triple-listed biotech company by the end of the year, with a new listing on the Shanghai STAR Market in addition to our NASDAQ and Hong Kong listings. We believe that BeiGene is poised to seize new opportunities for continued growth, whether internal or external.

Blueprint for Growth: Our 2020 to 2030 Strategic Roadmap

We celebrated our 10th anniversary in 2020, marking a decade of explosive growth.

As we look to the future, we anticipate the healthcare environment will remain dynamic and more competitive than ever, with our industry facing increasing pricing pressures and greater demands for access in underserved markets. Recognizing these challenges, BeiGene has launched five strategic imperatives to provide a blueprint for ongoing growth in the next decade and allow us to better react to shifts in the healthcare market:

Research and innovation focus - create patient value through scientific discovery and clinical differentiation;
World class clinical development - become a best-in-class clinical development organization globally, transforming expectations on time and cost for trials;

China commercial leadership - achieve a global, commercial-scale, science- and medicine-based advantage in the second largest pharmaceutical market in the world;
Global leadership, access, and reputation - expand our commercial, manufacturing, and clinical presence globally and strive to be recognized as a leading oncology innovator globally; and
Broader accessibility - provide innovative medicines at more affordable prices to markets often left behind by our industry.

If we have learned anything in 2020, a year of lockdowns and travel restrictions, it is that BeiGene's headquarter-less global organization offers a competitive advantage. We believe that our transformational mindset and model will help usher a new path forward where more patients than ever will be able to receive the cancer medicines they need.

At BeiGene, we say that cancer has no borders; not between countries or socioeconomic classes or families. One way or another, we are all affected by cancer. That is why we work relentlessly. We see tremendous opportunity as we follow emerging science and strive to lead our industry in bringing affordable medicine more quickly to billions of more people.

On behalf of our Board of Directors and our leadership team, I thank you for your support of BeiGene. We encourage you to read more about BeiGene in our proxy report accompanying this letter.

Sincerely,

John V. Oyler

Co-Founder, CEO and

Chairman of BeiGene

Forward-Looking Statements

This shareholder letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including any statements that are not historical facts, including statements regarding our plans for the research, development, manufacturing and commercialization of our medicines and our product candidates; our efforts to establish BeiGene as a transformational global biotech company and to discover, develop, and provide affordable access to cancer medicines to billions more people by 2030; our efforts to build core competencies and competitive advantages in clinical development, China commercial, manufacturing and research; our expectations regarding future revenue growth and opportunities for our Company and plans to list on the Shanghai STAR Market; our efforts to enter into new collaborations and to unlock shareholder value; and our strategic priorities and plans for 2020 - 2030. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors as fully discussed in the section entitled "Risk Factors" in our most recent annual report on Form 10-K as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the U.S. Securities and Exchange Commission and the Stock Exchange of Hong Kong Limited. All information in this shareholder letter is as of the date of this shareholder letter, and we undertake no duty to update such information unless required by law.

This document shall also serve as a circular to holders of the ordinary shares of BeiGene, Ltd. for purposes of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "HK Listing Rules")

BEIGENE, LTD.

(NASDAQ Trading Symbol: BGNE; HKEx Stock Code: 06160)

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108

Cayman Islands

NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2021 Annual General Meeting of Shareholders (the "Annual Meeting") of BeiGene, Ltd. (the "Company") will be held on June 16, 2021, at 6:00 p.m. local time, at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1- 1108, Cayman Islands. The purpose of the meeting is to consider and vote on the following:

ordinary resolution: to re-elect Donald W. Glazer to serve as a Class II director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;
ordinary resolution: to re-elect Michael Goller to serve as a Class II director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;
ordinary resolution: to re-elect Thomas Malley to serve as a Class II director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;
ordinary resolution: to re-elect Corazon (Corsee) D. Sanders to serve as a Class II director until the 2024 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal;
ordinary resolution: to approve and ratify the selection of Ernst & Young Hua Ming LLP and Ernst & Young as the Company's independent registered public accounting firms for the fiscal year ending December 31, 2021;
ordinary resolution: within the parameters of Rule 13.36 of the HK Listing Rules, to approve the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares ("ADSs") not exceeding 20% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement;
ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders"), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in this Proxy Statement;
ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to each of the Existing Shareholders, up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then- outstanding share capital of the Company) before and after the proposed issue of shares (the

"RMB Shares") to be listed on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange and to be traded in Renminbi ("RMB") pursuant to the general mandate to issue shares set forth above, subject to the conditions described in this Proxy Statement;

ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to Amgen Inc. ("Amgen") up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Amgen, subject to the conditions described in this Proxy Statement;
ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to Amgen, up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the proposed issue of shares to be listed on the STAR Market and to be traded in RMB pursuant to the general mandate to issue shares set forth above, subject to the conditions described in this Proxy Statement;
ordinary resolution: to approve the grant of an option to acquire shares to Amgen to allow Amgen to subscribe for additional shares under a specific mandate in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital, up to an aggregate of 75,000,000 ordinary shares during the option term, pursuant to the terms of the Restated Amendment No. 2 dated September 24, 2020 to the Share Purchase Agreement dated October 31, 2019, as amended, by and between the Company and Amgen;
ordinary resolution: to approve the grant of restricted share units ("RSUs") with a grant date fair value of US$3,750,000 to Mr. John V. Oyler under the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the "2016 Plan"), according to the terms and conditions described in this Proxy Statement;
ordinary resolution: to approve the grant of RSUs with a grant date fair value of US$1,000,000 to Dr. Xiaodong Wang under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;
ordinary resolution: to approve the grant of RSUs with a grant date fair value of US$200,000 to each of other non-executive and independent non-executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana,
Mr. Thomas Malley, Dr. Corazon (Corsee) D. Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi, under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;
ordinary resolution: to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement;
special resolution: to adopt the Sixth Amended and Restated Memorandum and Articles of Association of the Company as described in this Proxy Statement, conditioned on and subject to the listing of the RMB Shares on the STAR Market;
ordinary resolution: to approve the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals described above; and
to transact such other business as may properly come before the Annual Meeting.

The proposals for the election of directors relate solely to the election of Class II directors nominated by the Board of Directors. Proposals 6 through 14 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

The Board of Directors has fixed 5:00 a.m. Cayman Islands Time / 6:00 a.m. New York Time / 6:00 p.m. Hong Kong Time on April 19, 2021 as the record date. Holders of record of our ordinary shares

as of 5:00 a.m. Cayman Islands Time / 6:00 a.m. New York Time / 6:00 p.m. Hong Kong Time on the record date are entitled to attend and vote at the Annual Meeting and any adjournment or postponement.

Holders of record of our ADSs, each representing 13 of our ordinary shares, as of the record date who wish to exercise their voting rights for the underlying ordinary shares must act through Citibank, N.A., the depositary of the ADSs.

We intend to hold the Annual Meeting in person at the location specified above. However, we are actively monitoring the coronavirus ("COVID-19") pandemic and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that national and local governments may impose. In the event that it is not possible or advisable to hold the Annual Meeting in person at the location specified above, we will announce on our Annual Meeting website (www.beigene.com), the website of the U.S. Securities and Exchange Commission (www.sec.gov) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting at an alternative location or by means of remote communication. Please monitor our Annual Meeting website, and the websites of the U.S. Securities and Exchange Commission and Hong Kong Exchanges and Clearing Limited for updated information. If you are planning to attend the Annual Meeting, please check the websites one week prior to the meeting date. As always, we encourage you to vote your shares by proxy or voting instruction prior to the Annual Meeting.

The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual Meeting. After careful consideration, the Board of Directors has approved the proposals and recommends that you vote FOR each director nominee and FOR each other proposal described in this Proxy Statement.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Proxy Statement, 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 Proxy Statement.

This Proxy Statement, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the HK Listing Rules for the purpose of giving information with regard to the Company. The directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained in this Proxy Statement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Proxy Statement misleading.

As of the date of this Proxy Statement, 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, Dr. Corazon (Corsee) D. Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi as independent non-executive directors.

Your vote is important. As promptly as possible, you are urged to complete, sign, date and return the accompanying form of proxy to Mourant Governance Services (Cayman) Limited (for holders of our ordinary shares registered on our Cayman Islands register) and to Computershare Hong Kong Investor Services Limited (for holders of our ordinary shares registered on our Hong Kong register) no later than 4:00 a.m. Cayman Islands Time / 5:00 a.m. New York Time / 5:00 p.m., Hong Kong Time, on June 13, 2021 or your voting instructions to Citibank, N.A. (for holders of our ADSs) no later than 10:00 a.m., New York Time, on

June 7, 2021 if you wish to exercise your voting rights.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 16, 2021

The accompanying Proxy Statement and annual report to shareholders for the year ended December 31,

2020 will also be available to the public at www.beigene.com under "Investors - NASDAQ investors" and

- HKEX investors", on the website of the U.S. Securities and Exchange Commission (www.sec.gov) and on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). The form of proxy for use at the 2021 Annual General Meeting of Shareholders is also enclosed. Such form of proxy is also published on the websites of the Company (www.beigene.com), the U.S. Securities and Exchange Commission (www.sec.gov), and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

By Order of the Board of Directors,

Scott A. Samuels

Senior Vice President, General Counsel

April 30, 2021

Notice to holders of the ordinary shares of BeiGene, Ltd.:

If you are in any doubt as to any aspect of this Proxy Statement or as to the action to be taken, you

should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

BEIGENE, LTD.
PROXY STATEMENT FOR
2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
OVERVIEW OF PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
PROPOSALS 1 - 4 ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
PROPOSAL 5 APPROVAL AND RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
PROPOSAL 6 GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
PROPOSAL 7 CONNECTED PERSON PLACING AUTHORIZATION I . . . . . . . . . . . . . . . . .	18
PROPOSAL 8 CONNECTED PERSON PLACING AUTHORIZATION IA (FOR THE ISSUE
OF RMB SHARES) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
PROPOSAL 9 CONNECTED PERSON PLACING AUTHORIZATION II . . . . . . . . . . . . . . . . .	22
PROPOSAL 10 CONNECTED PERSON PLACING AUTHORIZATION IIA (FOR THE ISSUE
OF RMB SHARES) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
PROPOSAL 11 APPROVAL OF AMGEN'S DIRECT PURCHASE OPTION . . . . . . . . . . . . . . .	26
PROPOSALS 12 - 14 PROPOSED GRANTS OF RESTRICTED SHARE UNITS TO
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
PROPOSAL 15 NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION . . . .	73
PROPOSAL 16 RESTATED ARTICLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	74
PROPOSAL 17 ADJOURNMENT PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	76
TRANSACTION OF OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . .	78
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS . . . . . . . . . . . . . . . .	83
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION . . . . . . . .	89
DELINQUENT SECTION 16(A) REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	99
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	128
HONG KONG REGULATORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
FORWARD-LOOKINGSTATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	138
DELIVERY OF PROXY MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	138

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BEIGENE, LTD.

PROXY STATEMENT

FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors") of BeiGene, Ltd. (the "Company") for use at its 2021 Annual General Meeting of Shareholders (the "Annual Meeting") to be held on June 16, 2021 at 6:00 p.m. local time at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands, for the purpose of considering and, if thought fit, passing the resolutions specified in the Notice of Annual General Meeting. This Proxy Statement is being mailed to shareholders on or about May 4, 2021.

For a proxy to be effective, it must be properly executed and dated and lodged (together with a duly signed and dated power of attorney or other authority (if any) under which it is executed (or a notarized certified copy of such power of attorney or other authority)) at the offices of our registrar in the Cayman Islands, Mourant Governance Services (Cayman) Limited (the "Cayman Registrar") (for holders of our ordinary shares registered on our Cayman Islands register of members (the "Cayman Register")) or at the offices of our registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the "HK Registrar") (for holders of our ordinary shares registered on our Hong Kong register of members (the "HK Register")) so as to be received no later than 4:00 a.m. Cayman Islands Time / 5:00 a.m. New York Time / 5:00 p.m., Hong Kong Time, on June 13, 2021. Each proxy properly tendered will, unless otherwise directed by the shareholder, be voted:

FOR the re-election of Donald W. Glazer to serve as a Class II director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;
FOR the re-election of Michael Goller to serve as a Class II director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;
FOR the re-election of Thomas Malley to serve as a Class II director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;
FOR the re-election of Corazon (Corsee) D. Sanders to serve as a Class II director until the 2024 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal;
FOR the approval and ratification of the selection of Ernst & Young Hua Ming LLP and Ernst & Young as the Company's independent registered public accounting firms for the fiscal year ending December 31, 2021;

FOR the approval, within the parameters of Rule 13.36 of the HK Listing Rules, of the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares ("ADSs") not exceeding 20% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement;
FOR the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders"), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then- outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in this Proxy Statement;
FOR the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of the Existing Shareholders, up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the proposed issue of shares (the "RMB Shares") to be listed on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "SSE") and to be traded in Renminbi ("RMB") pursuant to the general mandate set forth above, subject to the conditions described in this Proxy Statement;
FOR the authorization of the Company and its underwriters, in their sole discretion, to allocate to Amgen Inc. ("Amgen") up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Amgen, subject to the conditions described in this Proxy Statement;
FOR the authorization of the Company and its underwriters, in their sole discretion, to allocate to Amgen, up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the proposed issue of shares to be listed on the STAR Market and to be traded in RMB pursuant to the general mandate set forth above, subject to the conditions described in this Proxy Statement;
FOR the grant of an option to acquire shares to Amgen to allow Amgen to subscribe for additional shares under a specific mandate in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital on an ongoing basis, up to an aggregate of 75,000,000 ordinary shares during the option term, pursuant to the terms of the Restated Amendment No. 2 dated September 24, 2020 (the "Restated Second Amendment") to the Share Purchase Agreement dated October 31, 2019 (the "Share Purchase Agreement"), as amended, by and between the Company and Amgen;
FOR the grant of restricted share units ("RSUs") with a grant date fair value of US$3,750,000 to Mr. John V. Oyler under the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the "2016 Plan"), according to the terms and conditions described in this Proxy Statement;
FOR the grant of RSUs with a grant date fair value of US$1,000,000 to Dr. Xiaodong Wang under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;
FOR the grant of RSUs with a grant date fair value of US$200,000 to each of other non- executive and independent non-executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley,

Dr. Corazon (Corsee) D. Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi, under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;

FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement;
FOR the adoption of the Sixth Amended and Restated Memorandum and Articles of Association of the Company as described in this Proxy Statement, conditioned on and subject to the listing of the RMB Shares on the STAR Market;
FOR the approval of the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals described above; and
At the discretion of the proxy holder(s) with regard to all other matters that may properly come before the Annual Meeting.

Proposals 6 through 14 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

We will pay all of the costs of soliciting proxies. Our directors, officers and employees may also solicit proxies; however, we will not pay them additional compensation for any of these services. Proxies may be solicited by telephone, email, facsimile, personal solicitation or otherwise.

In this Proxy Statement, the terms "BeiGene," "we," "us," and "our" refer to BeiGene, Ltd., and, unless the context otherwise requires, refer to its subsidiaries as well. The mailing address of our principal executive offices is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

Please note that while our proxy materials and our Annual Report on Form 10-K are available on our website, no other information contained on the website is incorporated by reference into or considered to be part of this document or our Annual Report on Form 10-K.

Shareholders Entitled to Vote; Record Date

Only holders of record of our ordinary shares, par value US$0.0001 per share, at 5:00 a.m. Cayman Islands Time / 6:00 a.m. New York Time / 6:00 p.m. Hong Kong Time on April 19, 2021 (the "record date") are entitled to notice of, and to attend and to vote at, the Annual Meeting. As of 5:00 a.m. Cayman Islands Time / 6:00 a.m. New York Time / 6:00 p.m. Hong Kong Time on the record date, we had outstanding 1,197,322,617 ordinary shares, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting, except as otherwise provided in this Proxy Statement. On the record date, approximately 974,614,433 of the 1,197,322,617 outstanding ordinary shares were held in the name of Citibank, N.A. (the "Depositary") as depositary for the ADSs, which issues Company-sponsored American Depositary Receipts, evidencing ADSs that in turn each represent 13 of our ordinary shares. Each shareholder of record is entitled to one vote for each ordinary share held by such shareholder.

Quorum

We are an exempted company incorporated in the Cayman Islands with limited liability, and our affairs are governed by our amended and restated memorandum and articles of association, which we refer to as our "articles"; the Companies Law (as amended) of the Cayman Islands, which we refer to as the "Cayman Companies Law"; and the common law of the Cayman Islands.

The quorum required for a general meeting of shareholders at which an ordinary resolution is proposed consists of such shareholders present in person or by proxy who together hold shares carrying the right to at least a simple majority of all votes capable of being exercised on a poll. The quorum required for a general meeting at which a special resolution is proposed consists of such shareholders present in person or by proxy who together hold shares carrying the right to at least two-thirds of all votes capable of being exercised on a poll.

Voting

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting (except for certain types of winding up of the Company, in which case the required majority to pass a special resolution is 100%). Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Cayman Companies Law and our articles. A special resolution is required for important matters such as a change of name and amendments to our articles. Our shareholders may effect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capital into shares of larger amounts than our existing shares and cancelling any authorized but unissued shares.

Proposals 1 through 15 and 17 of this Proxy Statement are all ordinary resolutions and Proposal 16 of this Proxy Statement is a special resolution. The quorum required for the Annual Meeting to approve Proposals 1 through 15 and 17 shall consist of shareholders present in person or by proxy who together hold shares carrying the right to at least a simple majority of all votes capable of being exercised on a poll; and the quorum required for the Annual Meeting to approve Proposal 16 shall consist of shareholders present in person or by proxy who together hold shares carrying the right to at least two-thirds of all votes capable of being exercised on a poll. Approval of Proposals 1 through 15 and 17 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting; and approval of Proposal 16 requires the affirmative vote of at least two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting.

Persons who hold our ordinary shares directly on the Cayman Register on the record date ("Cayman record holders") must either (1) return an executed form of proxy (a) by mail or by hand to the offices of the Cayman Registrar: Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands, or (b) by email at BeiGene@mourant.com; or (2) attend the Annual Meeting in person to vote on the proposals.

Persons who hold our ordinary shares directly on the HK Register on the record date ("HK record

holders," and together with the Cayman record holders, "record holders") must either (1) return an executed form of proxy by mail or by hand to the offices of the HK Registrar: Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; or (2) attend the Annual Meeting in person to vote on the proposals.

However, in the event that it is not possible or advisable for shareholders to travel to the Cayman Islands to attend the meeting in person due to the COVID-19 pandemic, shareholders must vote their shares prior to the Annual Meeting by returning an executed form of proxy as described above.

Persons who own our ordinary shares indirectly on the record date through a brokerage firm, bank or other financial institution, including persons who own our ordinary shares in the form of ADSs through the Depositary ("beneficial owners"), must return a voting instruction form to have their shares or the shares underlying their ADSs, as the case may be, voted on their behalf. Brokerage firms, banks or other financial institutions that do not receive voting instructions from beneficial owners may either vote these shares on behalf of the beneficial owners if permitted by applicable rules or return a proxy leaving these shares un- voted (a "broker non-vote").

ADS holders are not entitled to vote directly at the Annual Meeting, but the Deposit Agreement, dated as of February 5, 2016, as amended (the "Deposit Agreement"), by and among the Depositary, the Company and the holders of ADSs permits registered holders of ADSs as of the record date to instruct the Depositary how to exercise their voting rights pertaining to the ordinary shares so represented. The Depositary has agreed that it will endeavor, insofar as practicable and permitted under applicable law and the provisions of the Deposit Agreement, to vote (in person or by delivery to the Company of a proxy) the ordinary shares registered in the name of the Depositary in accordance with the voting instructions received from the ADS holders. If the Depository does not receive instructions from a holder, such holder shall be deemed, and the Depository shall

(unless otherwise specified in the notice distributed to holders of ADSs) deem such holder, to have instructed the Depository to give a discretionary proxy to a person designated by us to vote the ordinary shares represented by such holders' ADSs, provided that no such discretionary proxy may be given by the Depositary with respect to any matter to be voted upon that we inform the Depositary that (a) we do not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of ordinary shares may be materially adversely affected. In the event that the instruction card is executed but does not specify the manner in which the ordinary shares represented are to be voted (i.e., by marking a vote "FOR," "AGAINST" or any other option), the Depositary will vote in respect of each proposal as recommended by the Board of Directors as described in the Notice of Annual General Meeting. Instructions from the ADS holders must be sent to the Depositary so that the instructions are received by no later than 10:00 a.m. New York Time on June 7, 2021.

Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum, but will not be counted for the purpose of determining the number of votes cast on a given proposal.

We have retained the Cayman Registrar to hold and maintain our Cayman Register and the HK Registrar to hold and maintain our HK Register. The Cayman Registrar and the HK Registrar will be engaged by us to take delivery of completed forms of proxy posted to them in accordance with the details above.

We encourage you to vote by proxy by mailing or emailing or sending by hand an executed form of proxy in accordance with the instructions and deadlines above. Voting in advance of the meeting will ensure that your shares will be voted and reduce the likelihood that we will be forced to incur additional expenses soliciting proxies for the Annual Meeting. Any record holder of our ordinary shares may attend the Annual Meeting in person and may revoke the enclosed form of proxy at any time by:

executing and delivering to the Cayman Registrar or the HK Registrar, as applicable, a later-dated proxy by mail or email or by hand pursuant to the instructions above until 4:00 a.m. Cayman Islands Time / 5:00 a.m. New York Time / 5:00 p.m. Hong Kong Time on June 13, 2021; or
voting in person at the Annual Meeting.

However, in the event that it is not possible or advisable for shareholders to travel to the Cayman Islands to attend the meeting in person due to the COVID-19 pandemic, any record holder of our ordinary shares may revoke the enclosed form of proxy at any time by executing and delivering to the Cayman Registrar or the HK Registrar, as applicable, a later-dated proxy by mail or email or by hand pursuant to the instructions above until 4:00 a.m. Cayman Islands Time / 5:00 a.m. New York Time / 5:00 p.m. Hong Kong Time on June 13, 2021.

Beneficial owners of our ordinary shares and ADSs representing our ordinary shares who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution or the Depositary, as applicable, for information on how to do so. Beneficial owners who wish to attend the Annual Meeting and vote in person should contact their brokerage firm, bank or other financial institution holding our ordinary shares on their behalf in order to obtain a "legal proxy" which will allow them to both attend the meeting and vote in person. Without a legal proxy, beneficial owners cannot attend or vote at the Annual Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf. Record holders of ADSs who wish to attend the Annual Meeting and vote in person should contact the Depositary (and beneficial owners wishing to do the same should contact their brokerage firm, bank or other financial institution holding their ADSs) to cause their ADSs to be cancelled and the underlying shares to be withdrawn in accordance with the terms and conditions of the Deposit Agreement so as to be recognized by us as a record holder of our ordinary shares.

The Company strongly recommends that you monitor the development of the COVID-19 pandemic and assess, based on social distancing practices, the necessity for attending the Annual Meeting in person. Accordingly, the Board of Directors respectfully requests that the shareholders appoint the Chairman of the Annual Meeting as their proxy rather than a third party to attend and vote on their behalf at the Annual Meeting (or any adjournment or postponement thereof).

No Appraisal Rights

Our shareholders have no rights under the Cayman Companies Law or under our articles to exercise dissenters' or appraisal rights with respect to the proposals being voted on.

Expenses of Solicitation

We are making this solicitation and will pay the entire cost of preparing and distributing the proxy materials and soliciting votes. If you choose to access the proxy materials over the Internet, you are responsible for any Internet access charges that you may incur. Our officers, directors and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, emails or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.

Procedure for Submitting Shareholder Proposals

The Cayman Companies Law provides shareholders with only limited rights to requisition a general meeting and does not provide shareholders with a right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our articles allow our shareholders holding in aggregate not less than one-tenth of the voting rights of issued shares and entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case the Board of Directors is obliged to convene an extraordinary general meeting and to submit the resolutions put forward to a vote at such meeting. Additionally, under our articles, at a properly requisitioned extraordinary general meeting, our shareholders will have right to propose resolutions with respect to the election, appointment or removal of directors. Our articles provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call annual general meetings of shareholders. However, our corporate governance guidelines require us to call such meetings every year to the extent required by the listing rules of any stock exchange on which our ordinary shares or ADSs are traded.

Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual general meeting of shareholders by submitting their proposals in writing to us in a timely manner. In order to be considered for inclusion in the proxy statement for the 2022 annual general meeting of shareholders, shareholder proposals must be received at our principal executive offices no later than December 31, 2021, and must otherwise comply with the requirements of Rule 14a-8 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any shareholder proposal for the annual general meeting of shareholders in 2022, which is submitted outside the processes of Rule 14a-8, shall be considered untimely unless received by the Company in writing no later than March 20, 2022. If the date of the annual general meeting is moved by more than 30 days from the date contemplated at the time of the previous year's proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the U.S. Securities and Exchange Commission ("SEC") and announced in Hong Kong via the website of Hong Kong Exchange and Clearing Limited (www.hkexnews.hk). A copy of all notices of proposals by shareholders should be sent to us at BeiGene, Ltd., c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

Results of Annual Meeting

Results of the Annual Meeting will be posted on the website of the Company (www.beigene.com) and on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) upon the conclusion of the Annual Meeting and on the website of the SEC (www.sec.gov) in a Current Report on Form 8-K filed by us within four business days of the conclusion of the Annual Meeting.

OVERVIEW OF PROPOSALS

This Proxy Statement contains the following 17 proposals requiring shareholder action:

Proposals 1 to 4 request the re-election of four directors to the Board of Directors;

Proposal 5 requests the approval and ratification of the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as our independent registered public accounting firms for the fiscal year ending December 31, 2021;

Proposal 6 requests the approval, within the parameters of Rule 13.36 of the HK Listing Rules, of the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or ADSs not exceeding 20% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement.

Proposal 7 requests the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders"), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in this Proxy Statement;

Proposal 8 requests the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of the Existing Shareholders, up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the proposed issue of shares to be listed on the STAR Market and to be traded in RMB pursuant to the general mandate set forth above, subject to the conditions described in this Proxy Statement;

Proposal 9 requests the authorization of the Company and its underwriters, in their sole discretion, to allocate to Amgen up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Amgen, subject to the conditions described in this Proxy Statement;

Proposal 10 requests the authorization of the Company and its underwriters, in their sole discretion, to allocate to Amgen, up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the proposed issue of shares to be listed on the STAR Market and to be traded in RMB pursuant to the general mandate set forth above, subject to the conditions described in this Proxy Statement;

Proposal 11 requests the approval of the grant of an option to acquire shares to Amgen to allow Amgen to subscribe for additional shares under a specific mandate in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital, up to an aggregate of 75,000,000 ordinary shares during the option term, pursuant to the terms of the Restated Amendment No. 2 dated September 24, 2020 to the Share Purchase Agreement dated October 31, 2019, as amended, by and between the Company and Amgen;

Proposal 12 requests the approval of the grant of RSUs with a grant date fair value of US$3,750,000 to Mr. John V. Oyler under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;

Proposal 13 requests the approval of the grant of RSUs with a grant date fair value of US$1,000,000 to Dr. Xiaodong Wang under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;

Proposal 14 requests the approval of the grant of RSUs with a grant date fair value of US$200,000 to each of other non-executive and independent non-executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Corazon (Corsee) D. Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi, under the 2016 Plan, according to

the terms and conditions described in this Proxy Statement;

Proposal 15 requests the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement;

Proposal 16 requests the adoption of the Sixth Amended and Restated Memorandum and Articles of Association of the Company as described in this Proxy Statement, conditioned on and subject to the listing of the RMB Shares on the STAR Market; and

Proposal 17 requests the approval of the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals described above (the "Adjournment Proposal").

Proposals 6 through 14 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules. Each of the proposals is discussed in more detail in the pages that follow.

PROPOSALS 1 - 4

ELECTION OF DIRECTORS

Our articles provide that persons standing for election as directors at a duly constituted general meeting of shareholders with a requisite quorum shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present in person or by proxy at the meeting. Our articles further provide that the Board of Directors will be divided into three groups designated as Class I, Class II and Class III with as nearly equal a number of directors in each group as possible, with each director serving a three-year term and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal.

Upon the expiration of the term of each class, each director in that class, if nominated by the Board of Directors, shall be eligible for re-election at the annual general meeting to hold office for another three-year term and until such director's successor has been duly elected. Our articles provide that, unless otherwise determined by shareholders in a general meeting, the Board of Directors will consist of not less than three directors. We have no provisions relating to retirement of directors upon reaching a specified age.

In the event of a vacancy arising from the resignation of a director or as an addition to the existing board, the Board of Directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person to be a director.

For so long as our ordinary shares or ADSs are listed on The NASDAQ Global Select Market ("NASDAQ"), and The Stock Exchange of Hong Kong Limited ("HKEx"), our directors are required to comply with the director nomination procedures of the NASDAQ Stock Market and the HK Listing Rules, and the Board of Directors is required to include at least such number of independent directors as required by the NASDAQ rules and the HK Listing Rules.

The terms of the Class II directors are scheduled to expire on the date of the 2021 Annual Meeting. Our current Class II directors were most recently elected by the shareholders at the 2018 Annual Meeting except that Corazon (Corsee) D. Sanders was appointed as a Class II director in August 2020 by the Board of Directors through the filling of a vacancy as permitted by our articles. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating Committee"), the Board of Directors' nominees for election by the shareholders are the current Class II members: Donald W. Glazer, Michael Goller, Thomas Malley and Corazon (Corsee) D. Sanders. If elected, each nominee will serve as a director until the annual general meeting of shareholders in 2024 and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal.

We have received from each of Donald W. Glazer, Michael Goller, Thomas Malley and Corazon (Corsee) D. Sanders an annual confirmation of independence pursuant to the NASDAQ rules and Rule 3.13 of the HK Listing Rules and consider each of them independent under the NASDAQ rules and the HK Listing Rules.

The names of and certain information about the directors in each of the three classes are set forth below. There are no family relationships among any of our directors or executive officers.

The proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class II director nominees to the Board of Directors. If any of the nominees should for any reason be unable or unwilling to serve at any time prior to the Annual Meeting, the proxies will be voted for the election of a substitute nominee designated by the Board of Directors.

Set forth below are the biographies of each director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led the Board of Directors to conclude that each such person nominated to serve or currently serving on the Board of Directors should serve as a director.

Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2024 Annual General Meeting

The names of the nominees for Class II directors and certain information about each as of April 19,

2021 are set forth below.

Name	Position(s)		Directors Since	Age
Donald W. Glazer	Director	2013	76
Michael Goller	Director	2015	46
Thomas Malley	Director	2016	52
Corazon (Corsee) D. Sanders	Director	2020	64

Mr. Donald W. Glazer, aged 76, has served as a member of the Board of Directors since February 2013. Mr. Glazer has served as a member of the Board of Trustees of GMO Trust, a mutual fund group, since 2000 and as the Chairman of the board of GMO Trust since 2005. Mr. Glazer was a Co-Founder and Secretary, and from 2002 until 2010, Vice Chairman, of Provant, Inc., a provider of performance improvement training solutions. From 1992 to 1995 Mr. Glazer was President of Mugar/Glazer Holdings and from 1992 to 1993 served as Vice Chairman - Finance of New England Television Corp. and WHDH-TV, Inc. From 1997 to the present, Mr. Glazer has served as Advisory Counsel to the law firm Goodwin Procter LLP. From 1970 to 1978 Mr. Glazer was an associate and from 1978 to 1992 a partner at the law firm Ropes & Gray LLP. At Ropes & Gray, Mr. Glazer chaired the firm's Emerging Companies Group. Mr. Glazer was also a Lecturer in Law at Harvard Law School from 1978 to 1991, teaching a course called The Business Lawyer. In addition to Provant, Inc. and New England Television Corp., Mr. Glazer is a former member of the boards of directors of Environics Inc.; Kronos Incorporated; Reflective Technologies, Inc.; and Teleco Oilfield Services Inc. Mr. Glazer received his A.B. from Dartmouth College in June 1966; J.D. from Harvard Law School in June 1969, where he was an editor of the Harvard Law Review; and L.L.M. from the University of Pennsylvania Law School in May 1970. Additionally, Mr. Glazer is a co-author of both Glazer and FitzGibbon on Legal Opinions, Third Edition (Aspen Publishers) and Massachusetts Corporation Law & Practice, Second Edition (Aspen Publishers). We believe that Mr. Glazer's qualifications to serve on the Board of Directors include his extensive leadership, executive, managerial, business, and corporate legal experience.

As of April 19, 2021, Mr. Glazer was interested in 3,155,247 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the "SFO"). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules.

Mr. Michael Goller, aged 46, has served as a member of the Board of Directors since April 2015.

Mr. Goller is a Partner at Baker Brothers Investments. Prior to joining Baker Brothers in 2005, Mr. Goller was as an Associate of JPMorgan Partners, LLC, where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co. from 1997 to 1999. Mr. Goller received a B.S. in Molecular and Cell Biology from The Pennsylvania State University in May 1997, and a Master in both Biotechnology (School of Engineered and Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania in May 2005. Mr. Goller serves on the boards of DBV Technologies SA, a company listed on the NASDAQ and on Euronext Paris and Levo Therapeutics, Inc. We believe that Mr. Goller is qualified to serve on the Board of Directors based on his experience in the life sciences industry and for his knowledge in financial and corporate development matters.

As of April 19, 2021, Mr. Goller was interested in 336,700 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules.

Mr. Thomas Malley, aged 52, has served as a member of the Board of Directors since January 2016. Mr. Malley has served as president of Mossrock Capital, LLC, a private investment firm, since May 2007. Mr. Malley worked for Janus Mutual Funds in positions of increasing responsibility from April 1991 to May 2007. From January 1999 to May 2007, Mr. Malley served as the portfolio manager of the Janus Global Life Sciences Fund and also led the Janus healthcare team of analysts. From 1991 to 1998, Mr. Malley

served as an equity analyst for Janus covering, among others, healthcare and biotechnology stocks. Mr. Malley received a B.S. in Biology from Stanford University in June 1991. Mr. Malley has held directorships in the following listed companies: Kura Oncology, Inc., a company listed on the NASDAQ, as a director since 2015; Kiniksa Pharmaceuticals, a company listed on the NASDAQ, as a director since 2016; OvaScience, Inc., a company listed on the NASDAQ prior to its merger with Millendo Therapeutics, Inc. in December 2018, as a director from 2012 to 2017; Synageva BioPharma Corp., a Company listed on the NASDAQ prior to its delisting in May 2015 in connection with the sale of the company, as a director from 2006 to 2015; Puma Biotechnology, Inc., a company listed on the NASDAQ, as a director from 2011 to 2015; and Cougar Biotechnology, Inc., a company listed on the NASDAQ prior to its delisting in July 2009 in connection with the sale of the company, as a director from 2007 to 2009. The Board of Directors believes that Mr. Malley's experience in the biopharmaceutical industry, including serving on other boards of directors, and his financial and executive experience qualify him to serve on the Board of Directors.

As of April 19, 2021, Mr. Malley was interested in 1,249,448 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules.

Dr. Corazon (Corsee) D. Sanders, aged 64, has served as a member of the Board of Directors since August 2020. Dr. Sanders most recently served as an Interim Transition Advisor to the Global Development Group of Bristol Myers Squibb Corporation from November 2019, following its acquisition of Celgene Corporation, until February 2020. Previously, Dr. Sanders served as a Strategic Advisor to the Office of the Celgene Chief Medical Officer from March 2018 to November 2019. From January 2017 to March 2018, she was a member of the Juno Therapeutics Executive Committee as Executive Vice President of Development Operations, with responsibilities for strategic operations, quantitative sciences, biosample and clinical operations. From 1994 to 2017, Dr. Sanders held leadership positions at Genentech/Roche, including as a member of the Genentech/Roche Late Stage Portfolio Committee, Global Head of the Genentech/Roche Late Stage Clinical Operations, Global Head of the Genentech/Roche Biometrics group, and Genentech Head of DATA (Design, Analysis, Technology & Administration) prior to the Roche acquisition. Dr. Sanders currently serves as a member of the Board of Trustees of the Fred Hutchinson Cancer Research Center in Seattle, WA, and as a director of the following biotechnology companies: Molecular Templates Inc. (NASDAQ: MTEM), Legend Biotech Corporation (NASDAQ: LEGN), and AltruBio Inc. (formerly AbGenomics) (privately-held). Dr. Sanders earned her B.S. and M.S. in statistics, graduating Magna Cum Laude from the University of the Philippines, and her M.A. and Ph.D. in statistics from the Wharton Doctoral Program at the University of Pennsylvania. We believe that Dr. Sanders' extensive experience and knowledge in the healthcare sector and her scientific and leadership experience qualify her to serve on, and contributes to the diversity of, the Board of Directors.

As of April 19, 2021, Dr. Sanders was interested in 27,482 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules.

Nomination Policy and Procedure for Independent Non-executive Directors

When nominating candidates for election to the Board of Directors, the Nominating Committee of the Board of Directors evaluates skills, knowledge and experience required by the Board of Directors, and identifies if there are any special requirements for the vacancy.

The Nominating Committee identifies appropriate candidates and discusses and votes in respect of the nominated directors, and recommends candidates for directors to the Board of Directors. In reviewing the structure of the Board of Directors, the Nominating Committee will consider board diversity from a number of aspects, including but not limited to nationality, ethnicity, gender, age, skills, expertise, and industry and regional experience. All Board of Directors nominations will be based on meritocracy and candidates will be considered against criteria including talent, skills and experience as may be necessary for the operation of the Board of Directors as a whole, with a view to maintaining a sound balance of the Board of Directors' composition, and where nomination of independent non-executive directors is under consideration, the requirements of Rule 3.13 of the HK Listing Rules shall be satisfied.

The Nominating Committee is of the view that the re-election of Mr. Donald W. Glazer as an independent non-executive director will bring to the Company a wealth of extensive leadership, executive, managerial, business, and corporate legal experience.

The Nominating Committee is of the view that the re-election of Mr. Michael Goller as an independent non-executive director will enrich the Company's knowledge and experience in the life sciences industry and financial and corporate development matters.

The Nominating Committee is of the view that the re-election of Mr. Thomas Malley as an independent non-executive director will enrich the Company's knowledge and experience in the biopharmaceutical industry and financial matters.

The Nominating Committee is of the view that the re-election of Dr. Corazon (Corsee) D. Sanders as an independent non-executive director will enrich the Company's knowledge and experience in conducting business in the healthcare sector and in scientific and clinical development and promote diversity on the Board of Directors.

In view of the above, in April 2021, the Nominating Committee recommended to the Board of Directors that Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Thomas Malley and Dr. Corazon (Corsee) D. Sanders be nominated for re-election to the Board of Directors and the Board of Directors has recommended them to be elected by shareholders at the Annual Meeting.

The Board of Directors considers that each of the candidates for independent non-executive director has many years of experience working in various sectors globally and has made significant contributions. Their election will facilitate better supervision of the Company's business operations. Moreover, each of the candidates for independent non-executive directors has confirmed his or her independence pursuant to Rule 3.13 of the HK Listing Rules. The Board of Directors also considers that Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Thomas Malley and Dr. Corazon (Corsee) D. Sanders meet the independence guidelines set out in Rule 3.13 of the HK Listing Rules and is independent in accordance with the terms of the guidelines.

Directors Not Standing for Re-Election

The names of and certain information as of April 19, 2021 about the members of the Board of Directors who are not standing for re-election at the 2021 Annual Meeting are set forth below.

Name	Position(s)		Director Since	Age
John V. Oyler	Director	2010	53
Timothy Chen	Director	2016	64
Jing-Shyh (Sam) Su	Director	2018	68
Xiaodong Wang	Director	2016	58
Anthony C. Hooper	Director	2020	66
Ranjeev Krishana	Director	2014	47
Qingqing Yi	Director	2014	49

Class I Directors Continuing in Office Until the 2023 Annual General Meeting

Mr. John V. Oyler, aged 53, is our Co-Founder, Chief Executive Officer and Chairman of the Board of Directors. He has served as a member of the Board of Directors since October 2010. From 2005 to 2009, Mr. Oyler served as President and Chief Executive Officer of BioDuro, LLC, a drug discovery outsourcing company, which was acquired by Pharmaceutical Product Development Inc. From 2002 to 2004, Mr. Oyler served as Chief Executive Officer of Galenea Corp., a biopharmaceutical company dedicated to the discovery of novel therapies for central nervous system diseases, which initially were developed at Massachusetts Institute of Technology. From 1998 to 2002, Mr. Oyler was a Founder and the President of Telephia, Inc. which was bought by The Nielsen Company in 2007. From 1997 to 1998, Mr. Oyler served as Co-Chief Executive Officer of Genta Incorporated, an oncology-focused biopharmaceutical company that was listed on the NASDAQ. Mr. Oyler began his career as a management consultant at

McKinsey & Company. Mr. Oyler received his B.S. from the Massachusetts Institute of Technology in

June 1990 and an MBA from Stanford University in January 1996. Mr. Oyler's qualifications to serve on the Board of Directors include his extensive leadership, executive, managerial, business and pharmaceutical and biotechnology company experience, along with his years of industry experience in the development of pharmaceutical products.

Mr. Timothy Chen, aged 64, has served as a member of the Board of Directors since February 2016. Mr. Chen has served as Co-Chairman of Suirui Technology Group Limited, a company listed on the China National Equities Exchange and Quotations since December 2018. From January to November 2018,

Mr. Chen served as the Chairman of Foxconn Industrial Internet Company, a company listed on the Shanghai Stock Exchange since June 2018. From January 2016 to March 2018, he served as the President and Chief Executive Officer of Asia Pacific Telecom and as the Corporate Vice President of Hon Hai Technology Group. He served as the President of Telstra International Group and Advisor to Telstra Chief Executive Officer from November 2012 to December 2015. He was also the Chairman of Autohome, a company listed on the NASDAQ and a director of Qingdao Haier Co., Ltd., a company listed on the Shanghai Stock Exchange. He was a Non-Executive Director on the board of Telstra Corporation Limited, a company listed on the Australian Securities Exchange between April 2012 and November 2012, and an Independent Director of Guiyang Longmaster Information and Technology Company Limited, a company listed on the Shenzhen Stock Exchange from October 2010 to October 2013. Previously, Mr. Chen was a partner of a China Opportunities Fund within GL Capital Group. He was the Chief Executive Officer of National Basketball Association China from 2007 to 2010; the Corporate Vice President of Microsoft and the Chief Executive Officer of its Greater China Region from 2003 to 2007; and the Corporate Vice President of Motorola and the Chairman and President of Motorola (China) Electronics from 2001 to 2003. Before Motorola, he was the Chief Executive Officer of 21CN Cybernet, a company listed on the HKEx from

2000 to 2001. Prior to 2000, Mr. Chen spent eight years in China with Motorola, including serving as the General Manager responsible for the sales and marketing for the Greater China Cellular Infrastructure Division. He also spent nine years with AT&T Bell Laboratories in the United States. Mr. Chen currently serves as an Independent Non-Executive Director of CCID Consulting Company Limited, a company listed on the HKEx. Mr. Chen also serves as a Director of Asia Pacific Telecom, a company listed on the Taiwan Stock Exchange. Mr. Chen earned an MBA Degree from the University of Chicago in August 1991 and a master's degree in both computer science and mathematics from Ohio State University in June 1982. We believe that Mr. Chen's extensive business expertise in Asia and globally qualifies him to serve as a member of the Board of Directors.

Mr. Jing-Shyh(Sam) Su, aged 68, has served as a member of the Board since April 2018. Mr. Su retired from Yum! Brands, Inc., a company listed on the New York Stock Exchange ("Yum! Brands"), in May 2016, where he served as Vice Chairman of the Board, and was the Chairman and CEO of the company's China division. During Mr. Su's 26 years with Yum! Brands, its China division grew from just four restaurants to over 7,000 to become the largest multinational restaurant chain in China, contributing more than half of Yum! Brands' worldwide revenues in 2015. Mr. Su started his career with Yum! Brands in 1989 as KFC International's director of marketing for the North Pacific region. In 1993, he became vice president of North Asia for both KFC and Pizza Hut. Mr. Su was named president of Greater China for Tricon Global Restaurants International upon Pepsi's spin-off of the restaurant business in 1997. Before joining Yum! Brands, Mr. Su worked with Procter & Gamble in Germany and Taiwan. Mr. Su earned his undergraduate degree at the National Taiwan University in June 1974, a M.Sc. degree in Chemical Engineering at Pennsylvania State University in May 1978, and an MBA at the Wharton School of the University of Pennsylvania in May 1983. Mr. Su currently serves as a director of Li Ning Company Limited, a company listed on the Main Board of the HKEx (stock code: 2331), and of Peet's Coffee China. We believe that Mr. Su is qualified to serve on the Board of Directors based on his operating and management experience, expertise in marketing and brand development, particularly in China, and expertise in strategic planning and international business development.

Class III Directors Continuing in Office Until the 2022 Annual General Meeting

Xiaodong Wang, Ph.D., aged 58, is our Co-Founder and has served as a member of the Board of Directors since February 2016. He has also served as the Chairman of our Scientific Advisory Board since 2011. Dr. Wang has served as the founding Co-Director of the National Institute of Biological Sciences in

Beijing since 2003 and became its Director and Investigator in 2010. In addition, Dr. Wang has served as a Chair Professor at Tsinghua University since 2020. Previously, he was a Howard Hughes Medical Institute Investigator from 1997 to 2010 and held the position of the George L. MacGregor Distinguished Chair Professor in Biomedical Sciences at the University of Texas Southwestern Medical Center in Dallas, Texas from 2001 to 2010. In 2004, Dr. Wang founded Joyant Pharmaceuticals, Inc., a venture capital-backed biotechnology company focused on the development of small molecule therapeutics for cancer. Dr. Wang received his B.S. in Biology from Beijing Normal University in July 1984 and his Ph.D. in Biochemistry from the University of Texas Southwestern Medical Center in May 1991. Dr. Wang has been a member of the National Academy of Science, USA since 2004 and a foreign associate of the Chinese Academy of Sciences since 2013. We believe that Dr. Wang's extensive experience in cancer drug research, combined with his experience in the biotech industry, qualifies him to serve as a member of the Board of Directors.

Mr. Anthony C. Hooper, aged 66, has served as a member of the Board of Directors since January 2020. Mr. Hooper 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). Mr. Hooper is a consultant of Amgen. 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 of Directors.

Mr. Ranjeev Krishana, aged 47, has served as a member of the Board of Directors since October 2014 and as the Lead Director since February 2020. Mr. Krishana has worked at Baker Bros. Advisors LP, from 2011 to the present and currently serves as Head of International Investments. Prior to joining Baker Bros., Mr. Krishana held a series of commercial, strategy, and business development leadership roles for Pfizer, Inc.'s pharmaceutical business across a variety of international regions and markets, including Asia, Eastern Europe, and Latin America. Mr. Krishana was at Pfizer from 2003 to 2007 and from 2008 to 2011. From 2008 to 2010, Mr. Krishana was based in Beijing, China, where he served as a Senior Director and a member of the Pfizer China Leadership Team. Mr. Krishana began his career as a strategy consultant at Accenture plc. Mr. Krishana received a B.A. in Economics and Political Science from Brown University in May 1995, and a Master of Public Policy from Harvard University in June 2011. We believe Mr. Krishana's knowledge of the healthcare sector across international markets qualifies him to serve on the Board of Directors.

Mr. Qingqing Yi, aged 49, has served as a member of the Board of Directors since October 2014. Mr. Yi is a Partner at Hillhouse Capital. He has worked with Hillhouse since the inception of the firm in 2005. Prior to joining Hillhouse, Mr. Yi was an Equity Research Analyst at China International Capital Corporation.

Mr. Yi's work at Hillhouse includes investments in the healthcare and consumer sectors in both its public and private equity portfolios. Mr. Yi received a B.S. degree in Engineering from Shanghai Maritime University in July 1995 and an MBA from University of Southern California in May 2003. We believe Mr. Yi's extensive experience in capital markets and knowledge of the healthcare sector qualify him to serve on the Board of Directors.

Vote Required and Board of Directors' Recommendation

Each director nominated for election will be elected if a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy vote at the Annual Meeting in favor of such director. Broker non-votes and abstentions with respect to one or more Class II directors will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

The proposals for the election of directors relate solely to the election of Class II directors nominated by the Board of Directors.

The Board of Directors recommends that shareholders vote FOR the election of each of the Class II director

nominees listed above.

PROPOSAL 5

APPROVAL AND RATIFICATION OF APPOINTMENT

OF INDEPENDENT AUDITORS

Upon recommendation of the Audit Committee of the Board of Directors (the "Audit Committee"), the Board of Directors has appointed Ernst & Young Hua Ming LLP, an independent registered public accounting firm in the People's Republic of China ("PRC"), and Ernst & Young, an independent registered public accounting firm in Hong Kong, as the Company's independent registered public accounting firms for the fiscal year ending December 31, 2021. Ernst & Young Hua Ming is responsible for auditing our annual consolidated financial statements filed with the SEC and internal control over financial reporting in accordance with the Exchange Act, and Ernst & Young is responsible for auditing our annual financial statements filed with the HKEx in accordance with the HK Listing Rules. Both Ernst & Young Hua Ming and Ernst & Young are members of the global Ernst & Young firm. The Board of Directors recommends that shareholders vote for approval and ratification of this appointment. If this proposal is not approved at the Annual Meeting, the Board of Directors will reconsider its appointment. Ernst & Young Hua Ming LLP has audited our financial statements filed with the SEC and internal control over financial reporting for the fiscal years ended December 31, 2020 and 2019. Ernst & Young has audited our financial statements filed with the HKEx for the fiscal years ended December 31, 2020 and 2019. We expect representatives of Ernst & Young Hua Ming LLP and Ernst & Young to be available at the Annual Meeting in person or via teleconference and available to respond to appropriate questions. They will have the opportunity to make a statement if they desire to do so.

Auditors' Fees

The following table summarizes the fees of Ernst & Young Hua Ming LLP and Ernst & Young, our registered independent public accounting firms, billed to us for each of the last two fiscal years (in thousands).

2020

2019

Ernst & Young

Fee Category

Hua Ming LLP

Ernst & Young

Total

Hua Ming LLP

Ernst & Young

Total

Audit Fees(1) . . . . . . . . .

US$3,313

US$498

US$3,811

US$1,821

US$369

US$2,190

Tax Fees(2) . . . . . . . . . . .

All Other Fees(3) . . . . . . .

Total Fees . . . . . . . . . . .

US$3,313

US$595

US$3,908

US$1,821

US$420

US$2,241

Audit fees consist of fees for the audit of our financial statements and internal control over financial reporting, quarterly review of financial statements included in the Company's Quarterly Reports on Form 10-Q and audit services associated with our registration statements, prospectus supplements, services related to the Company's Hong Kong listing, services related to the Company's proposed STAR Market offering and other statutory and regulatory filings.
Tax fees consist of fees incurred for tax advisory services.
All other fees consist of compliance related consulting services.

Pre-approval Policies

The Board of Directors has adopted policies and procedures for the pre-approval of audit and non-audit services by the Audit Committee for the purpose of maintaining the independence of our independent auditors. We may not engage our independent auditors to render any audit or non-audit service unless either the service is approved in advance by the Audit Committee or the engagement to render the service is entered into pursuant to the Audit Committee's pre-approval policies and procedures.

Pursuant to its pre-approval policy, the Audit Committee may delegate its authority to pre-approve services to the chairperson of the Audit Committee. The decisions of the chairperson to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to the management.

The Audit Committee has considered the non-audit services provided by Ernst & Young Hua Ming LLP and Ernst & Young as described above and believes that they are compatible with maintaining the firms' independence as our external auditors. In accordance with Regulation S-X, Rule 2-01, paragraph (c)(7)(i), no fees for services in 2020 and 2019 were approved pursuant to any waivers of the pre-approval requirement.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 5 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting. Broker non- votes and abstentions with respect to Proposal 5 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR approval and ratification of the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as our independent registered public accounting firms for the fiscal year ending December 31, 2021.

PROPOSAL 6

GENERAL MANDATE TO ISSUE SHARES

In order to give the Company the flexibility to issue ordinary shares and/or ADSs if and when appropriate and in accordance with Rule 13.36 of the HK Listing Rules, the Company proposes an ordinary resolution at the Annual Meeting to approve the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or ADSs not exceeding 20% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution (i.e., a total of 239,464,523 ordinary shares as of April 19, 2021 on the basis that no further ordinary shares are issued or repurchased before the Annual Meeting) up to the next annual general meeting of shareholders of the Company (the "General Mandate to Issue Shares"). The General Mandate to Issue Shares shall remain in force until:

the conclusion of the next annual general meeting of shareholders of the Company unless, by an ordinary resolution passed at that meeting, the General Mandate to Issue Shares is renewed, either unconditionally or subject to conditions; or
revoked or varied by an ordinary resolution of the shareholders in a general meeting,

whichever occurs first.

Proposal 6 is being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

The Board of Directors currently plans to issue no more than 132,313,549 ordinary shares (representing no more than 11.1% of the total number of issued shares of the Company as of the date of this Proxy Statement) to be subscribed for in RMB by investors in the PRC (the "RMB Shares") and listed on the STAR Market of the SSE pursuant to the General Mandate to Issue Shares (the "Proposed Issue of RMB Shares"). The Proposed Issue of RMB Shares is conditioned upon and subject to, among other things, approval by the shareholders of Proposals 6 and 16 at the Annual Meeting, market conditions, and the receipt of necessary regulatory approvals, and thus may or may not proceed. Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Issue of RMB Shares will materialize or as to when it may materialize. For additional information regarding the Proposed Issue of RMB Shares, please refer to the Company's Current Report on Form 8-K dated January 29, 2021 filed with the SEC and announcements dated January 29, 2021 and April 20, 2021 filed with the HKEx.

The adoption of the General Mandate to Issue Shares is not conditioned on the shareholder approval of the Connected Person Placing Authorization I, the Connected Person Placing Authorization IA (for the Issue of RMB Shares), the Connected Person Placing Authorization II and the Connected Person Placing Authorization IIA (for the Issue of RMB Shares) described in Proposals 7, 8, 9 and 10.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 6 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting. Broker non- votes and abstentions with respect to Proposal 6 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the

General Mandate to Issue Shares.

PROPOSAL 7

CONNECTED PERSON PLACING AUTHORIZATION I

As a commercial stage biotechnology company, the Company believes that efficient access to capital on a continuing basis is essential to funding the Company's business plans, and participation in capital raisings by biotech-focused funds with deep industry knowledge (such as the Company's existing shareholders, Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the "Existing Shareholders")), is often crucial to the success of capital raising transactions. In connection with the Company's listing on the HKEx in August 2018, the Company therefore applied for, and the HKEx granted, a waiver (the "Waiver") from strict compliance with Rule 13.36(1) of the HK Listing Rules and the independent shareholder approval requirements set out in Chapter 14A of the HK Listing Rules in respect of the Connected Person Placing Authorization I (as defined below).

In order to give the Company the flexibility to issue ordinary shares and/or ADSs to certain connected persons if and when appropriate and to comply with the HK Listing Rules, the Company proposes an ordinary resolution at the Annual Meeting to authorize the Company and its underwriters, in their sole discretion, to, in the Company's securities offerings, allocate to each of the Existing Shareholders, up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the General Mandate to Issue Shares set forth in Proposal 6 for a period of five years, which period will be subject to an extension on a rolling basis each year, subject to the following conditions (the "Connected Person Placing Authorization I"):

the Company will put forward Proposals 6 and 7 to its shareholders in the next general meeting following the HKEx listing, which will be convened within four months after its listing (to clarify, this condition was satisfied in December 2018);
the Connected Person Placing Authorization I and the shareholder approval of the General Mandate to Issue Shares are not interdependent in that our shareholders may approve the General Mandate to Issue Shares without approving the Connected Person Placing Authorization I;
the Existing Shareholders shall abstain from voting on the Connected Person Placing Authorization I;
the Connected Person Placing Authorization I is only valid to the extent the Existing Shareholders individually hold less than 50% of the then-outstanding share capital of the Company;
any securities issued to the Existing Shareholders in an offering conducted pursuant to the General Mandate to Issue Shares shall be for cash consideration only and not as consideration for any acquisition;
none of the Existing Shareholders shall be entitled to have representatives on the committee of the Board of Directors responsible for determining the specific pricing of any offering;
apart from the potential pro rata allocation, the Existing Shareholders will subscribe for securities on the same terms and conditions as all other placees in any offering and none of the Existing Shareholders shall be entitled to any preferential treatment with respect to any offering conducted;
the Company will put forward Proposals 6 and 7 to its shareholders at each subsequent annual general meeting after its listing on the HKEx;
the Company remains listed on the NASDAQ; and
for clarity, in the event that the Company's shareholders approve this Proposal 7 but fail to approve Proposal 8 (Connected Person Placing Authorization IA (for the Issue of RMB Shares)), the Company shall not be allowed to issue any shares or securities to the Existing Shareholders in connection with the Proposed Issue of RMB Shares pursuant to this Proposal 7.

Proposal 7 is being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

Subject to the conditions above, if the Connected Person Placing Authorization I is approved at the Annual Meeting, the Company and its underwriters will be able to place, in the Company's securities offerings, a pro rata amount of securities to the Existing Shareholders in connection with issuances of the Company's shares under a general mandate approved by the Company's shareholders, during a five-year period after the Annual Meeting, with such five-year period subject to an extension on a rolling basis at each subsequent annual general meeting of shareholders of the Company. The Board of Directors does not have any current plan to issue any new shares to the Existing Shareholders pursuant to the Connected Person Placing Authorization I.

As of April 26, 2021 (the "Latest Practicable Date"), the Existing Shareholders had the following interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. The beneficial ownership rules of the SFO and the HK Listing Rules differ from those of the SEC.

				Number of
				Shares/	Approximate
				Underlying	Percentage of
Name of Shareholder		Capacity / Nature of Interest		Shares		Holding(1)
Julian C. Baker(2) . . . . . . . . . . . . . . .	Beneficial owner/Interest in controlled	152,831,254	12.76%
		corporations/Person having a security
		interest in shares
Felix J. Baker(2) . . . . . . . . . . . . . . . . .	Beneficial owner/Interest in controlled	152,831,254	12.76%
		corporations/Person having a security
		interest in shares
Baker Bros. Advisors (GP) LLC(2) . . . .	Investment manager/Other	152,368,107	12.73%
Baker Bros. Advisors LP(2) . . . . . . . . .	Investment manager/Other	152,368,107	12.73%
Baker Brothers Life Sciences		141,217,049	11.79%
Capital, L.P.(2) . . . . . . . . . . . . . . . .	Interest in controlled corporations/Other
Hillhouse Capital Advisors, Ltd. (3) . . .	Investment manager	133,587,655	11.16%
Gaoling Fund, L.P.(3) . . . . . . . . . . . .	Beneficial owner	129,433,059	10.81%

The calculation is based on the total number of 1,197,322,617 ordinary shares outstanding as of the Latest Practicable Date, which included ordinary 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 under our equity incentive plans from time to time.
Julian C. Baker and Felix J. Baker are the managing members of Baker Bros. Advisors (GP) LLC. Baker Bros. Advisors (GP) LLC is the general partner of Baker Bros. Advisors LP ("BBA"). BBA is the manager for securities held by 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. (the "Funds"). Unlisted derivatives include stock options and restricted stock received as compensation by two BBA employees (Michael Goller and Ranjeev Krishana) for their service on the Board of Directors of BeiGene, Ltd. and are controlled by BBA, with the Funds entitled to the pecuniary interest.
According to the corporate substantial shareholder notice for the date of relevant event of December 2, 2020 submitted by Baker Brothers Life Sciences Capital, L.P. to HKEx on December 7, 2020, 140,543,649 ordinary shares held by Baker Brothers Life Sciences, L.P. directly. For the purposes of the SFO, Julian C. Baker, Felix J. Baker, Baker Bros. Advisors (GP) LLC and BBA are deemed to be interested in the 11,152,058 ordinary shares held by 667, L.P. and the 140,543,649 ordinary shares held by Baker Brothers Life Sciences, L.P., and 673,400 ordinary shares which unlisted derivatives are controlled by BBA, with the Funds entitled to the pecuniary interest. In addition, for the purposes of the SFO, Baker Brothers Life Sciences Capital, L.P. is deemed to be interested in the 140,543,649 ordinary

shares held by Baker Brothers Life Sciences, L.P., and 673,400 ordinary shares which unlisted derivatives are controlled by BBA, with the Funds entitled to the pecuniary interest.

Outside the Funds, each of Julian C. Baker and Felix J. Baker further interests in (in the form of ADSs) 311,143 ordinary shares personally and 151,004 ordinary shares through FBB3 LLC, a controlled corporation.

(i) 133,587,655 ordinary shares are held by Gaoling Fund, L.P. and YHG Investment, L.P.; and (iii) 13,447,603 ordinary 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 133,587,655 ordinary shares held by Gaoling Fund, L.P. and YHG Investment, L.P. and Hillhouse Capital Management, Ltd. is deemed to be interested in the 13,447,603 ordinary shares held by Hillhouse BGN Holdings Limited. Under the SFO, Hillhouse Fund II, L.P. is deemed to be interested in the 13,447,603 ordinary shares held by Hillhouse BGN Holdings Limited. Qingqing Yi, a member of the Board of Directors, is a Partner at Hillhouse Capital, affiliates of which collectively hold more than 5% of our voting securities.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 7 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding the Existing Shareholders, which are required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 7 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the

Connected Person Placing Authorization I.

PROPOSAL 8

CONNECTED PERSON PLACING AUTHORIZATION IA (FOR THE ISSUE OF RMB SHARES)

The Board of Directors approved a preliminary proposal for the possible issue of RMB Shares to be listed on STAR Market of the SSE, i.e., the Proposed Issue of RMB Shares. The Proposed Issue of RMB Shares is conditioned upon and subject to, among other things, approval by the shareholders of Proposals 6 and 16 at the Annual Meeting, market conditions, and the receipt of necessary regulatory approvals, and thus may or may not proceed. Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Issue of RMB Shares will materialize or as to when it may materialize. For additional information regarding the Proposed Issue of RMB Shares, please refer to the Company's Current Report on Form 8-K dated January 29, 2021 filed with the SEC and announcements dated January 29, 2021 and April 20, 2021 filed with the HKEx.

of the Company) before and after the Proposed Issue of RMB Shares pursuant to the General Mandate to Issue Shares set forth in Proposal 6, subject to the following conditions (the "Connected Person Placing Authorization IA (for the Issue of RMB Shares)"):

the Existing Shareholders shall abstain from voting on the Connected Person Placing Authorization IA (for the Issue of RMB Shares);
the Connected Person Placing Authorization IA (for the Issue of RMB Shares) is only valid to the extent the Existing Shareholders individually hold less than 50% of the then-outstanding share capital of the Company;
any securities issued to the Existing Shareholders in the Proposed Issue of RMB Shares conducted pursuant to the General Mandate to Issue Shares shall be for cash consideration only and not as consideration for any acquisition;
none of the Existing Shareholders shall be entitled to have representatives on the committee of the Board of Directors responsible for determining the specific pricing for the Proposed Issue of RMB Shares;
apart from the potential pro rata allocation, the Existing Shareholders will subscribe for RMB Shares on the same terms and conditions as all other placees in the Proposed Issue of RMB Shares and none of the Existing Shareholders shall be entitled to any preferential treatment with respect to the Proposed Issue of RMB Shares; and
the Company remains listed on the NASDAQ.

For illustration purpose, based on the Board of Directors' current plan to issue no more than

132,313,549 RMB Shares and assuming no change in their shareholding between the Latest Practicable Date and the closing of the Proposed Issue of RMB Shares, Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. (including parties affiliated with each of them) might be offered and might, in its sole discretion, subscribe for a maximum of 16,810,186 RMB Shares and 16,248,550 RMB Shares, respectively, pursuant to the Connected Person Placing Authorization IA (for the Issue of RMB Shares). As of the Latest Practicable Date, none of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. (including parties affiliated with each of them) has definitively indicated its respective intention to subscribe for any RMB Shares. Proposal 8 is being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 8 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding the Existing Shareholders, which are required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 8 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the Connected Person Placing

Authorization IA (for the Issue of RMB Shares).

PROPOSAL 9

CONNECTED PERSON PLACING AUTHORIZATION II

On October 31, 2019, the Company and its wholly-owned subsidiary BeiGene Switzerland GmbH entered into a Collaboration Agreement with Amgen to collaborate on the commercialization of certain products of Amgen in the PRC and the clinical development of certain pipeline products of Amgen (the "Collaboration Agreement"). On January 2, 2020, the Company issued 206,635,013 ordinary shares in the form of 15,895,001 ADSs of the Company, representing approximately 20.5% of the Company's then outstanding share capital, to Amgen for aggregate gross proceeds of US$2.78 billion, or US$13.45 per ordinary share, or US$174.85 per ADS, pursuant to the Share Purchase Agreement dated October 31, 2019, as amended by Amendment No. 1 dated December 6, 2019, by and between the Company and Amgen (collectively, the "Share Purchase Agreement"). On March 17, 2020, the Company entered into a further amendment, which was amended and restated on September 24, 2020 (the "Restated Second Amendment"), to amend the Share Purchase Agreement, pursuant to which Amgen will have an option (the "Direct Purchase Option") to subscribe for additional shares of the Company (the "Additional Shares") under a specific mandate (the "Specific Mandate"), in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital. The Restated Second Amendment and the issuance of Additional Shares thereunder under the Specific Mandate were approved by a majority vote of the Company's shareholders, excluding Amgen, pursuant to the HK Listing Rules, at an extraordinary general meeting of the shareholders held on November 20, 2020. The Company plans to seek further approvals from independent shareholders at each subsequent annual general meeting during the remaining term of the Restated Second Amendment for the issuance of Additional Shares thereunder as further described under Proposal 11.

It is important to Amgen to be able to maintain an equity interest exceeding 20% of the Company's outstanding share capital to ensure that it can continue to account for its interest in the Company using the equity method of accounting under US GAAP. If Amgen is unable to maintain an interest that permits it to account for its investment in the Company using the equity method of accounting, it is permitted under the Share Purchase Agreement to dispose of its shares until its interest reaches 10% of the outstanding share capital of the Company, which may have a material adverse effect on the Company and the trading price of the Company's securities.

Additionally, the Company expects that the transaction with Amgen will provide both potential short-term and long-term financial benefits to the Company. Given the highly technical nature of the biotech industry, it is often difficult for retail (and even most institutional) investors to fully understand information released by biotech companies relating to the significant events after which offerings of securities are typically conducted. Many investors also look to increase their percentage holdings in companies as risk profiles go down through clinical development; ultimately, they often do this through participation in primarily follow-on financings. As such, participation by leading biotech companies is instrumental in giving retail and other institutional investors the assurance and comfort to make, and continue to make, investments into biotech companies.

In connection with the collaboration with Amgen, in 2019, the Company applied for, and the HKEx granted, a waiver (the "Amgen Waiver") from strict compliance with Rule 13.36(1) of the HK Listing Rules and the independent shareholder approval requirements set out in Chapter 14A of the HK Listing Rules in respect of the Connected Person Placing Authorization II (as defined below).

In order to give the Company the flexibility to issue ordinary shares and/or ADSs to certain connected persons if and when appropriate and to comply with the HK Listing Rules, the Company proposes an ordinary resolution at the Annual Meeting to authorize the Company and its underwriters, in their sole discretion, to, in the Company's securities offerings, allocate to Amgen, up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the General Mandate to Issue Shares set forth in Proposal 6 for a period of five years, which period will be subject to an extension on a rolling basis each year, subject to the following conditions (the "Connected Person Placing Authorization II"):

the Connected Person Placing Authorization II and the shareholder approval of the General Mandate to Issue Shares are not interdependent in that our shareholders may approve the General Mandate to Issue Shares without approving the Connected Person Placing Authorization II;
Amgen shall abstain from voting on the Connected Person Placing Authorization II;
the Connected Person Placing Authorization II is only valid to the extent Amgen individually holds less than 50% of the then-outstanding share capital of the Company;
any securities issued to Amgen in an offering conducted pursuant to the General Mandate to Issue Shares shall be for cash consideration only and not as consideration for any acquisition;
Amgen shall not be entitled to have representatives on the committee of the Board of Directors responsible for determining the specific pricing of any offering;
apart from the potential pro rata allocation, Amgen will subscribe for securities on the same terms and conditions as all other placees in any offering and Amgen shall not be entitled to any preferential treatment with respect to any offering conducted;
the Company will put forward Proposals 6 and 9 to its shareholders at each subsequent annual general meeting;
the Company shall disclose the Amgen Waiver in the proxy statement for each subsequent annual general meeting;
the Company remains listed on the NASDAQ; and
for clarity, in the event that the Company's shareholders approve this Proposal 9 but fail to approve Proposal 10 (Connected Person Placing Authorization IIA (for the Issue of RMB Shares)), the Company shall not be allowed to issue any shares or securities to Amgen in connection with the Proposed Issue of RMB Shares pursuant to this Proposal 9.

Proposal 9 is being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

Subject to the conditions above, if the Connected Person Placing Authorization II is approved at the Annual Meeting, the Company and its underwriters will be able to place, in the Company's securities offerings, a pro rata amount of securities to Amgen in connection with issuances of the Company's shares under a general mandate approved by the Company's shareholders, during a five-year period after the Annual Meeting, with such five-year period subject to an extension on a rolling basis at each subsequent annual general meeting of shareholders of the Company. The Board of Directors does not have any current plan to issue any new shares to Amgen pursuant to the Connected Person Placing Authorization II.

As of the Latest Practicable Date, Amgen had the following interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. The beneficial ownership rules of the SFO and the HK Listing Rules differ from those of the SEC.

				Number of
				Shares/	Approximate
				Underlying	Percentage of
Name of Shareholder		Capacity / Nature of Interest	Shares	Holding(1)

Amgen Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Beneficial owner	244,117,549	20.39%

The calculation is based on the total number of 1,197,322,617 ordinary shares outstanding as of the Latest Practicable Date, which included ordinary 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.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 9 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding Amgen, which is required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 9 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the Connected Person Placing

Authorization II.

PROPOSAL 10

CONNECTED PERSON PLACING AUTHORIZATION IIA (FOR THE ISSUE OF RMB SHARES)

The Board of Directors approved a preliminary proposal for the possible issue of RMB Shares to be listed on the STAR Market of the SSE, i.e., the Proposed Issue of RMB Shares. The Proposed Issue of RMB Shares is conditioned upon and subject to, among other things, approval by the shareholders of Proposals 6 and 16 at the Annual Meeting, market conditions, and the receipt of necessary regulatory approvals, and thus may or may not proceed. Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Issue of RMB Shares will materialize or as to when it may materialize. For additional information regarding the Proposed Issue of RMB Shares, please refer to the Company's Current Report on Form 8-K dated January 29, 2021 filed with the SEC and announcements dated January 29, 2021 and April 20, 2021 filed with the HKEx.

The Company proposes an ordinary resolution at the Annual Meeting to authorize the Company and its underwriters, in their sole discretion, to, in the Proposed Issue of RMB Shares, allocate to Amgen, up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the Proposed Issue of RMB Shares pursuant to the General Mandate to Issue Shares set forth in Proposal 6, subject to the following conditions (the "Connected Person Placing Authorization IIA (for the Issue of RMB Shares)"):

Amgen shall abstain from voting on the Connected Person Placing Authorization IIA (for the Issue of RMB Shares);
the Connected Person Placing Authorization IIA (for the Issue of RMB Shares) is only valid to the extent Amgen holds less than 50% of the then-outstanding share capital of the Company;
any securities issued to Amgen in the Proposed Issue of RMB Shares conducted pursuant to the General Mandate to Issue Shares shall be for cash consideration only and not as consideration for any acquisition;
Amgen shall not be entitled to have representatives on the committee of the Board of Directors responsible for determining the specific pricing for the Proposed Issue of RMB Shares;
apart from the potential pro rata allocation, Amgen will subscribe for RMB Shares on the same terms and conditions as all other placees in the Proposed Issue of RMB Shares and Amgen shall not be entitled to any preferential treatment with respect to the Proposed Issue of RMB Shares; and
the Company remains listed on the NASDAQ.

For illustration purpose, based on the Board of Directors' current plan to issue no more than 132,313,549 RMB Shares and assuming no change in its shareholding between the Latest Practicable Date and the closing of the Proposed Issue of RMB Shares, Amgen might be offered and might, in its sole discretion, subscribe for a maximum of 26,976,905 RMB Shares pursuant to the Connected Person Placing Authorization IIA (for the Issue of RMB Shares). As of the Latest Practicable Date, Amgen has not definitively indicated its intention to subscribe for any RMB Shares. Proposal 10 is being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 10 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding Amgen, which is required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 10 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the Connected Person Placing

Authorization IIA (for the Issue of RMB Shares).

PROPOSAL 11

APPROVAL OF AMGEN'S DIRECT PURCHASE OPTION

The Company proposes an ordinary resolution at the Annual Meeting to approve the grant of an option to acquire shares to Amgen to allow Amgen to subscribe for Additional Shares under the Specific Mandate in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company's outstanding share capital, up to an aggregate of 75,000,000 ordinary shares during the option term, pursuant to the terms of the Restated Second Amendment. The purchase price for the Additional Shares will be determined by the volume-weighted average price of the Company's ADSs on NASDAQ for the 90 days preceding the last trading day of the prior month. The Additional Shares shall be allotted and issued under the Specific Mandate. The Company has applied for, and the HKEx has granted, a waiver from Rules 13.36(1)(a) and 14A.36 of the HK Listing Rules in respect of the Direct Purchase Option based on the Company's funding needs and subject to following conditions:

the Direct Purchase Option will be exercisable by Amgen solely as a result of dilution arising from issuance of new shares by the Company under its equity incentive plans from time to time (including for the avoidance of doubt securities that may be issued pursuant to the Company's option agreements with Mr. John V. Oyler and Dr. Xiaodong Wang);
the Direct Purchase Option is subject to annual approval by the Company's independent shareholders each year during the term of the Restated Second Amendment;
the Company will disclose in the relevant annual general meeting circulars (i) the number of times of Amgen exercised the Direct Purchase Option during the preceding year; (ii) the number of shares acquired by Amgen as a result of such exercises; and (iii) the weighted average price of the shares acquired by Amgen under the Direct Purchase Option during the preceding year; and
the Company will disclose details of the waiver in an announcement and the circular for the extraordinary general meeting convened to consider and, if thought fit, approve the Direct Purchase Option (for clarity, this condition was satisfied in November 2020).

The Restated Second Amendment and the issuance of Additional Shares under the Specific Mandate were approved by a majority vote of the Company's shareholders, excluding Amgen, pursuant to the HK Listing Rules, at an extraordinary general meeting of the shareholders held on November 20, 2020.

During 2020, Amgen did not exercise the Direct Purchase Option.

Why We Need Shareholder Approval

We are seeking shareholder approval in order to comply with Chapter 14A of the HK Listing Rules and to obtain the Specific Mandate under which the Additional Shares will be allotted and issued pursuant to the Restated Second Amendment. Amgen is a substantial shareholder of the Company under the HK Listing Rules and therefore a connected person of the Company under Chapter 14A of the HK Listing Rules. As a result, the transactions contemplated under the Restated Second Amendment constitute a connected transaction of the Company under Chapter 14A of the HK Listing Rules. The transactions contemplated under the Restated Second Amendment are subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the HK Listing Rules.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 11 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding Amgen, which is required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 11 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the grant of an option to Amgen to subscribe for Additional Shares pursuant to the terms of the Restated Second Amendment and of the Specific Mandate.

PROPOSALS 12 - 14

PROPOSED GRANTS OF RESTRICTED SHARE UNITS TO DIRECTORS

Proposals 12 through 14 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

LETTER FROM THE BOARD OF DIRECTORS

April 30, 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANTS OF RESTRICTED SHARE UNITS TO DIRECTORS

INTRODUCTION

Reference is made to the announcement of BeiGene, Ltd. (the "Company") dated April 20, 2021 in relation to the proposed restricted share unit ("RSU") grants to the named directors and executive (the "Proposed RSU Grants").

The purpose of this letter is to provide you with (1) further information in relation to the Proposed

RSU Grants; (2) letters from the Independent Board Committees; (3) a letter from the Independent Financial Adviser; and (4) other information as required under the HK Listing Rules.

THE PROPOSED RSU GRANTS

Subject to acceptance and the independent shareholders' approval, the Board of Directors resolved that it will grant the following Proposed RSU Grants under the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the "2016 Plan"), on the date of the 2021 annual general meeting of shareholders (the "Annual Meeting") (i.e., June 16, 2021):

RSUs with a grant date fair value of US$3,750,000 to Mr. John V. Oyler, entitling Mr. Oyler to receive a maximum of an estimated 150,293 ordinary shares (the "indicative number of Oyler RSUs") upon full vesting, representing approximately 0.01% of the total number of issued shares as of April 26, 2021 (the "Latest Practicable Date"). The indicative number of Oyler RSUs is calculated for indicative purposes using the closing price of US$324.36 per American Depositary Share of the Company ("ADS") on NASDAQ (or US$24.95 per ordinary share) on the assumed grant date which is April 26, 2021 (the "Assumed Grant Date Price"). The actual number of shares to be issued will be calculated using the closing price on the grant date;
RSUs with a grant date fair value of US$1,000,000 to Dr. Xiaodong Wang, entitling Dr. Wang to receive a maximum of an estimated 40,066 ordinary shares (the "indicative number of Wang RSUs") upon full vesting, representing approximately 0.003% of the total number of issued shares as of the Latest Practicable Date. The indicative number of Wang RSUs is calculated for indicative purposes using the Assumed Grant Date Price. The actual number of shares to be issued will be calculated using the closing price on the grant date;
RSUs with a grant date fair value of US$200,000 to each of other non-executive and independent non- executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Corazon (Corsee) D. Sanders, Mr. Jing- Shyh (Sam) Su and Mr. Qingqing Yi, each to receive a maximum of an estimated 8,008 ordinary shares (the "indicative number of non-executive and independent non-executive director RSUs") upon full vesting, representing approximately 0.001% of the total number of issued shares as of the Latest Practicable Date. The indicative number of non-executive and independent non-executive director RSUs is calculated for indicative purposes using the Assumed Grant Date Price. The actual number of shares to be issued will be calculated using the closing price on the grant date;

the final number of RSUs underlying each Proposed RSU Grant, which, for the avoidance of doubt, may be higher or lower than the indicative number of Oyler RSUs, the indicative number of Wang RSUs and the indicative number of non-executive and independent non-executive director RSUs (collectively, the "indicative number of RSUs") set forth above, shall be calculated by dividing the grant value by the closing price of the ADSs on NASDAQ on the actual grant date which shall be the date of the Annual Meeting (i.e., June 16, 2021). The remaining number of shares available for future equity grants under the 2016 Plan as of the Latest Practicable Date was 66,035,020 and the Proposed RSU Grants will be subject to such limit; and
if the independent shareholders' approval is not obtained by the date of the Annual Meeting, the respective Proposed RSU Grant shall be replaced by a share option grant with the same grant date value in accordance with Chapter 17 of the HK Listing Rules.

The Board of Directors resolved that it will grant the following share option grants under the 2016 Plan to Mr. Oyler, Mr. Wang and other non-executive and independent non-executive directors on the date of Annual Meeting (i.e., June 16, 2021), which are not subject to the independent shareholders' approval but are subject to the relevant requirements under Chapter 17 of the HK Listing Rules:

share options with a grant date fair value of US$11,250,000 to Mr. Oyler. 25% of the ordinary shares subject to the share options shall become exercisable on the first anniversary of the grant date, and the balance shall become exercisable in 36 successive equal monthly installments thereafter, subject to continued service; provided, however, that upon a termination without cause or for good reason as defined in Mr. Oyler's employment agreement, the option shall become exercisable for underlying shares as if he had remained employed for an additional 20 months; provided further that the option shall become exercisable for all underlying shares upon a change in control of the Company;
share options with a grant date fair value of US$3,000,000 to Dr. Wang. 25% of the ordinary shares subject to the share options shall become exercisable on the first anniversary of the grant date, and the balance shall become exercisable in 36 successive equal monthly installments thereafter, subject to continued service;
share options with a grant date fair value of US$200,000 to each of the other non-executive and independent non-executive directors. The share options shall vest in full on the earlier of the first anniversary of the grant date or the date of the next annual general meeting of shareholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. All options shall be exercisable for three years following cessation of service, and unvested options shall accelerate in full upon (i) death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director's service continues and the awards are not assumed by the acquiror at the time of the change of control; and
each share option will have 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 grant date, in each case as determined in reference to the closing price of the Company's ADSs on the NASDAQ.

The Proposed RSU Grant to Mr. Oyler

The Proposed RSU Grant to Mr. Oyler will be made under the following terms:

each of the RSUs is granted for nil consideration;
each of the RSUs granted represents the right to receive one ordinary share on the date it vests; and
25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service; provided, however, that upon a termination without cause or for good reason as defined in Mr. Oyler's employment agreement, the RSUs shall become vested as if he had remained employed for an additional 20 months; provided further that the RSUs shall become fully vested for underlying shares upon a change in control of the Company.

The Proposed RSU Grant to Dr. Wang

The Proposed RSU Grant to Dr. Wang will be made under the following terms:

each of the RSUs is granted for nil consideration;
each of the RSUs granted represents the right to receive one ordinary share on the date it vests; and
25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service.

The Proposed RSU Grants to Other Non-Executive and Independent Non-Executive Directors

The Proposed RSU Grants to each of the other non-executive and independent non-executive directors will be made under the following terms:

each of the RSUs is granted for nil consideration;
each of the RSUs granted represents the right to receive one ordinary share on the date it vests;
100% of the ordinary shares shall vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting of shareholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. Unvested RSUs shall accelerate in full upon (i) death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director's service continues and the awards are not assumed by the acquiror at the time of the change of control. Subject to specific terms and conditions designed for compliance with applicable tax and other regulations, a director generally may elect to defer settlement of their RSUs until six months following the date that the director ceases to serve as a director;
notwithstanding the above, the number of RSUs to be vested on the vesting date shall not cause the total number of shares held legally or beneficially by each of the independent non-executive directors, together with the total number of shares which may be issued to each of them or their nominee upon the exercise of any outstanding share options, convertible securities and other rights (whether contractual or otherwise) to call for the issue of shares, to exceed 1% of the total number of issued shares at the vesting date after their vesting and issuance (the "1% threshold"); and
if the number of RSUs to be vested on the vesting date would cause the total number of shares held legally or beneficially by each of the independent non-executive directors, together with the total number of shares which may be issued to each of them or their nominee upon the exercise of any outstanding share options, convertible securities and other rights (whether contractual or otherwise) to call for the issue of shares, to exceed the 1% threshold, the final number of RSUs to be vested on the vesting date shall be the maximum number of shares that may be issued to the relevant grantee while keeping their respective shareholding below the 1% threshold.

HONG KONG LISTING RULES IMPLICATIONS

Mr. Oyler, Dr. Wang, Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi are directors. Therefore, they are connected persons of the Company, and each of the Proposed RSU Grants and transactions contemplated therein constitute non-exempt connected transactions of the Company under Chapter 14A of the HK Listing Rules and are subject to reporting, announcement and the independent shareholders' approval requirements.

Mr. Oyler

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Oyler and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Oyler and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Oyler and his associates is not interested in any shares except Mr. Oyler's interest in a total of 77,412,897 shares or underlying shares, representing approximately 6.47% of total number of

issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Oyler and transactions contemplated therein. Accordingly, except for Mr. Oyler and any trustee, manager and director of the entities associated with him, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Oyler and transactions contemplated therein.

Except for Mr. Oyler, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Oyler and therefore none of them other than Mr. Oyler abstained from voting on the relevant board resolution.

Dr. Wang

Pursuant to Chapter 14A of the HK Listing Rules, each of Dr. Wang and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Dr. Wang and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Dr. Wang and his associates is not interested in any shares except Dr. Wang's interest in a total of 20,968,574 shares or underlying shares, representing approximately 1.75% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Dr. Wang and transactions contemplated therein. Accordingly, except for Dr. Wang and any trustee and manager of the entities affiliated with him, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Dr. Wang and transactions contemplated therein.

Except for Dr. Wang, no other director is considered to have a material interest in the Proposed RSU Grant to Dr. Wang and therefore none of them other than Dr. Wang abstained from voting on the relevant board resolution.

Mr. Hooper

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Hooper and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Hooper and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Hooper and his associates is not interested in any shares except Mr. Hooper's interest in a total of 67,353 shares or underlying shares, representing approximately 0.01% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Hooper and transactions contemplated therein. Accordingly, except for Mr. Hooper, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Hooper and transactions contemplated therein.

Except for Mr. Hooper, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Hooper and therefore none of them other than Mr. Hooper abstained from voting on the relevant board resolution.

Mr. Chen

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Chen and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Chen and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Chen and his associates is not interested in any shares except Mr. Chen's interest in a total of 460,340 shares or underlying shares, representing approximately 0.04% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Chen and transactions contemplated therein. Accordingly, except for Mr. Chen,

no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Chen and transactions contemplated therein.

Except for Mr. Chen, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Chen and therefore none of them other than Mr. Chen abstained from voting on the relevant board resolution.

Mr. Glazer

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Glazer and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Glazer and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Glazer and his associates is not interested in any shares except Mr. Glazer's interest in a total of 3,155,247 shares or underlying shares, representing approximately 0.26% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Glazer and transactions contemplated therein. Accordingly, except for Mr. Glazer, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Glazer and transactions contemplated therein.

Except for Mr. Glazer, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Glazer and therefore none of them other than Mr. Glazer abstained from voting on the relevant board resolution.

Mr. Goller

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Goller and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Goller and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Goller and his associates is not interested in any shares except Mr. Goller's interest in a total of 336,700 shares or underlying shares, representing approximately 0.03% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions

7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Goller and transactions contemplated therein. Accordingly, except for

Mr. Goller, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Goller and transactions contemplated therein.

Except for Mr. Goller, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Goller and therefore none of them other than Mr. Goller abstained from voting on the relevant board resolution.

Mr. Krishana

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Krishana and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Krishana and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Krishana and his associates is not interested in any shares except Mr. Krishana's interest in a total of 336,700 shares or underlying shares, representing approximately 0.03% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Krishana and transactions contemplated therein. Accordingly, except for Mr. Krishana, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Krishana and transactions contemplated therein.

Except for Mr. Krishana, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Krishana and therefore none of them other than Mr. Krishana abstained from voting on the relevant board resolution.

Mr. Malley

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Malley and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Malley and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Malley and his associates is not interested in any shares except Mr. Malley's interest in a total of 1,249,448 shares or underlying shares, representing approximately 0.10% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Malley and transactions contemplated therein. Accordingly, except for Mr. Malley, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Malley and transactions contemplated therein.

Except for Mr. Malley, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Malley and therefore none of them other than Mr. Malley abstained from voting on the relevant board resolution.

Dr. Sanders

Pursuant to Chapter 14A of the HK Listing Rules, each of Dr. Sanders and her associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Dr. Sanders and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Dr. Sanders and her associates is not interested in any shares except Dr. Sanders' interest in a total of 27,482 shares or underlying shares, representing approximately 0.002% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions

7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Dr. Sanders and transactions contemplated therein. Accordingly, except for

Dr. Sanders, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Dr. Sanders and transactions contemplated therein.

Except for Dr. Sanders, no other director is considered to have a material interest in the Proposed RSU Grant to Dr. Sanders and therefore none of them other than Dr. Sanders abstained from voting on the relevant board resolution.

Mr. Su

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Su and his associates is required to abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Su and transactions contemplated therein. To the best of the directors' knowledge, information and belief: (i) each of Mr. Su and his associates is not interested in any shares except Mr. Su's interest in a total of 173,277 shares or underlying shares, representing approximately 0.01% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Su and transactions contemplated therein. Accordingly, except for Mr. Su, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Su and transactions contemplated therein.

Except for Mr. Su, no other director is considered to have a material interest in the Proposed RSU Grant to Mr. Su and therefore none of them other than Mr. Su abstained from voting on the relevant board resolution.

Mr. Yi

Pursuant to Chapter 14A of the HK Listing Rules, each of Mr. Yi and his associates is required to

abstain from voting on the resolution at the Annual Meeting to approve the Proposed RSU Grant to Mr. Yi and transactions contemplated therein. To the best of the directors' knowledge, information and belief:

each of Mr. Yi and his associates is not interested in any shares except Mr. Yi's interest in a total of 327,418 shares or underlying shares, representing approximately 0.03% of total number of issued shares as of the Latest Practicable Date, as notified to the Company and the HKEx pursuant to Divisions 7 and 8 of Part XV of the SFO; and (ii) there are no other shareholders having any material interest in the Proposed RSU Grant to Mr. Yi and transactions contemplated therein. Accordingly, except for Mr. Yi, no shareholders are required under the HK Listing Rules to abstain from voting at the Annual Meeting on the resolution approving the Proposed RSU Grant to Mr. Yi and transactions contemplated therein.

Except for Mr. Yi, no other director is considered to have a material interest in the Proposed RSU

Grant to Mr. Yi and therefore none of them other than Mr. Yi abstained from voting on the relevant board resolution.

REASONS AND RATIONALE FOR THE PROPOSED RSU GRANTS

Purpose of the 2016 Plan and the Proposed RSU Grants

The 2016 Plan provides the Company with flexibility to use various equity-based incentives and other awards as compensation tools to motivate and reward the Company's employees, directors and consultants. For further details of the 2016 Plan, please refer to the Company's Proxy Statement/Circular dated

April 28, 2020.

The Proposed RSU Grant to Mr. Oyler is part of the Company's compensation program for employees, including executive officers. The purpose of such grant is to encourage executives and other employees to focus on long-term company performance and align their interests with shareholders, promote retention and reward outstanding company and individual performance. The Proposed RSU Grant to Mr. Oyler aims to provide sufficient incentive to retain and motivate Mr. Oyler to participate in the formulation of strategy and long-term development of the Company and to recognize his contribution to the growth of the Company. In this regard, the directors (including independent non-executive directors but excluding Mr. Oyler) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Mr. Oyler are fair and reasonable and in the best interests of the Company and the shareholders as a whole.

The Proposed RSU Grant to Dr. Wang is part of the Company's compensation package for Dr. Wang to serve as Chair of the Scientific Advisory Board. Dr. Wang's consulting services include leading the Scientific Advisory Board and providing short- and long-term strategic advice to the Company in his areas of expertise, participating in our leadership team meetings from time to time, and interacting with our key stakeholders on behalf of the Company. Through these and other contributions, Dr. Wang has helped us make significant progress on our research, development and business goals. The Proposed RSU Grant to Dr. Wang aims to provide sufficient incentive to retain and motivate Dr. Wang to participate in the formulation of strategy and long-term development of the Company and to recognize his contribution to the growth of the Company. In this regard, the directors (including independent non-executive directors but excluding Dr. Wang) and the Compensation Committee consider that the terms of the Proposed RSU Grant to

Dr. Wang are fair and reasonable and in the best interests of the Company and the shareholders as a whole.

The Proposed RSU Grants to other non-executive and independent non-executive directors are part of the Company's compensation package to the non-executive and independent non-executive directors. The Proposed RSU Grants to other non-executive and independent non-executive directors aim to retain and motivate the non-executive and independent non-executive directors to continue to provide their opinion and judgment to the Board of Directors in building the strategy and long-term development of the Company. In this regard, (i) the directors (including independent non-executive directors but excluding Mr. Hooper) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Mr. Hooper are fair and reasonable and in the best interests of the Company and the shareholders as a whole; (ii) the directors (including independent non-executive directors but excluding Mr. Chen) and the Compensation Committee (excluding Mr. Chen) consider that the terms of the Proposed RSU Grant to Mr. Chen are fair and reasonable

and in the best interests of the Company and the shareholders as a whole; (iii) the directors (including independent non-executive directors but excluding Mr. Glazer) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Mr. Glazer are fair and reasonable and in the best interests of the Company and the shareholders as a whole; (iv) the directors (including independent non-executive directors but excluding Mr. Goller) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Mr. Goller are fair and reasonable and in the best interests of the Company and the shareholders as a whole; (v) the directors (including independent non-executive directors but excluding Mr. Krishana) and the Compensation Committee (excluding Mr. Krishana) consider that the terms of the Proposed RSU Grant to Mr. Krishana are fair and reasonable and in the best interests of the Company and the shareholders as a whole; (vi) the directors (including independent non-executive directors but excluding Mr. Malley) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Mr. Malley are fair and reasonable and in the best interests of the Company and the shareholders as a whole; (vii) the directors (including independent non-executive directors but excluding Dr. Sanders) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Dr. Sanders are fair and reasonable and in the best interests of the Company and the shareholders as a whole; (viii) the directors (including independent non-executive directors but excluding Mr. Su) and the Compensation Committee consider that the terms of the Proposed RSU Grant to Mr. Su are fair and reasonable and in the best interests of the Company and the shareholders as a whole; and (ix) the directors (including independent non- executive directors but excluding Mr. Yi) and the Compensation Committee (excluding Mr. Yi) consider that the terms of the Proposed RSU Grant to Mr. Yi are fair and reasonable and in the best interests of the Company and the shareholders as a whole.

Rationale of the Proposed RSU Grants

The Proposed RSU Grant to Mr. Oyler

Background and contribution of Mr. Oyler

The Board of Directors proposed to compensate Mr. Oyler with the Proposed RSU Grant after considering Mr. Oyler's integral role as Co-Founder, Chief Executive Officer and Chairman of the Board, his extensive leadership, executive, managerial, business and biotechnology company experience, his years of industry experience in the development of pharmaceutical products and contribution to the rapid growth of the Company.

Mr. Oyler is our Co-Founder, Chief Executive Officer and Chairman of the Board. He has served as a member of the Board of Directors since October 2010. From 2005 to 2009, Mr. Oyler served as President and Chief Executive Officer of BioDuro, LLC, a drug discovery outsourcing company, which was acquired by Pharmaceutical Product Development Inc. From 2002 to 2004, Mr. Oyler served as Chief Executive Officer of Galenea Corp., a biopharmaceutical company dedicated to the discovery of novel therapies for central nervous system diseases, which initially were developed at Massachusetts Institute of Technology. From 1998 to 2002, Mr. Oyler was a Founder and the President of Telephia, Inc. which was bought by The Nielsen Company in 2007. From 1997 to 1998, Mr. Oyler served as Co-Chief Executive Officer of Genta Incorporated, an oncology-focused biopharmaceutical company that was listed on the NASDAQ. Mr. Oyler began his career as a management consultant at McKinsey & Company. Mr. Oyler received his B.S. from the Massachusetts Institute of Technology in June 1990 and an MBA from Stanford University in January 1996.

Retention and recognition of Mr. Oyler

The Board of Directors considered the retention and motivation of Mr. Oyler are indispensable to the senior management of the Company. We maintain an industry-specific peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of criteria, such as the size of the company, the stage of development and data availability, for benchmarking pay. The value of RSUs to be granted to Mr. Oyler was determined by the Board of Directors upon recommendation of the Compensation Committee by referencing the equity grant practices of our compensation peer group. As further discussed under the heading of "Executive Compensation", the Board of Directors and/or the Compensation Committee generally positions target total compensation for our

executive officers above the median target total compensation in our peer group, with target total cash compensation, including base salaries and target annual incentives, at or below the 25th percentile and equity incentive awards above the median in order to link compensation more closely with corporate performance and the creation of shareholder value.

The Proposed RSU Grant to Dr. Wang

Background and contribution of Dr. Wang

The Board of Directors proposed to compensate Dr. Wang with the Proposed RSU Grant after considering Dr. Wang's critical role as Chair of the Scientific Advisory Board, his extensive experience in cancer drug research and in the biotechnology industry and contribution to the rapid growth of the Company.

Dr. Wang is our Co-Founder and has served as a member of the Board of Directors since February 2016. He has also served as the Chairman of our Scientific Advisory Board since 2011. Dr. Wang has served as the founding Director of the National Institute of Biological Sciences in Beijing since 2003 and became its Director and Investigator in 2010. In addition, Dr. Wang has served as a Chair Professor at Tsinghua University since 2020. Previously, he was a Howard Hughes Medical Institute Investigator from 1997 to 2010 and held the position of the George L. MacGregor Distinguished Chair Professor in Biomedical Sciences at the University of Texas Southwestern Medical Center in Dallas, Texas from 2001 to 2010. In 2004, Dr. Wang founded Joyant Pharmaceuticals, Inc., a venture capital-backed biotechnology company focused on the development of small molecule therapeutics for cancer. Dr. Wang received his B.S. in Biology from Beijing Normal University in July 1984 and his Ph.D. in Biochemistry from the University of Texas Southwestern Medical Center in May 1991. Dr. Wang has been a member of the National Academy of Sciences, USA since 2004 and a foreign associate of the Chinese Academy of Sciences since 2013.

Dr. Wang's consulting services include leading the Scientific Advisory Board and providing short- and long-term strategic advice to our Company in his areas of expertise, participating in our leadership team meetings from time to time, and interacting with our key stakeholders on behalf of the Company.

Retention and recognition of Dr. Wang

The Board of Directors believes that Dr. Wang's stature in the Chinese scientific and biotechnology communities provides the Company with significant intangible benefits and access to key stakeholders in our industry. His scientific expertise and knowledge of oncology research and development and the Chinese market are highly valuable to the Company. The value of RSUs to be granted to Dr. Wang was determined by the Board of Directors upon recommendation of the Compensation Committee to reflect his major contributions to the Company.

The Proposed RSU Grants to Other Non-Executive and Independent Non-Executive Directors

Background and contribution of other non-executive and independent non-executive directors

The Board of Directors proposed to compensate the non-executive and independent non-executive directors with the Proposed RSU Grants to non-executive and independent non-executive directors in light of the continued progress of the Company and after considering each of the non-executive and independent non-executive directors' contribution to the Company through providing their opinion and judgment, as well as the background and experience of each of the non-executive and independent non- executive directors. Please refer to the section headed "Election of Directors" in this Proxy Statement for details regarding the biography and background of each non-executive and independent non-executive director.

Rationale of the Proposed RSU Grants to other non-executive and independent non-executive directors

The Proposed RSU Grants to other non-executive and independent non-executive directors are part of the compensation package to the non-executive and independent non-executive directors under the Amended Independent Director Compensation Policy and have been approved by the Board of Directors upon recommendation of the Compensation Committee. The Proposed RSU Grants are granted in light of the

continued progress and performance of the Company and aim to retain and motivate the non-executive and independent non-executive directors to continue to provide their opinion and judgment to the Board of Directors in building the strategy and long-term development of the Company. Please refer to the section headed "Director Compensation" in this Proxy Statement for details regarding the overall compensation arrangements of non-executive and independent non-executive directors.

The value of RSUs to be granted to the non-executive and independent non-executive directors was determined by the Board of Directors upon recommendation of the Compensation Committee by referencing the equity grant practices of our compensation peer group.

Dilution effect

Assuming each of the directors becomes fully entitled to all shares underlying the Proposed RSU Grants and based on the indicative number of RSUs set forth above, the total number of such underlying shares would amount to 262,431 ordinary shares, or approximately 0.02% of the total number of issued shares as of the Latest Practicable Date, and such shares will represent 0.02% of the total number of issued shares upon completion of issue.

The shareholding structure of the Company before and after each of the directors becomes fully entitled to all of the shares underlying the Proposed RSU Grants is summarized as follows (calculated assuming the indicative number of RSUs set forth above and based on the total number of issued shares as of the Latest Practicable Date):

Assuming full vesting of the

				(1)	Proposed RSU Grants(2)
		Latest Practicable Date
		No. of shares		%(3)	No. of shares	%
Mr. Oyler . . . . . . . . . . . . . . . . . . . . . . . . .	77,412,897(4)	6.47%	77,563,190	6.48%
Dr. Wang . . . . . . . . . . . . . . . . . . . . . . . . . .	20,968,574(5)	1.75%	21,008,640	1.75%
Mr. Hooper . . . . . . . . . . . . . . . . . . . . . . . .	67,353(6)	0.01%	75,361	0.01%
Mr. Chen . . . . . . . . . . . . . . . . . . . . . . . . . .	460,340(7)	0.04%	468,348	0.04%
Mr. Glazer . . . . . . . . . . . . . . . . . . . . . . . . .	3,155,247(8)	0.26%	3,163,255	0.26%
Mr. Goller . . . . . . . . . . . . . . . . . . . . . . . . .	336,700(9)	0.03%	344,708	0.03%
Mr. Krishana . . . . . . . . . . . . . . . . . . . . . . .	336,700(10)	0.03%	344,708	0.03%
Mr. Malley . . . . . . . . . . . . . . . . . . . . . . . .	1,249,448(11)	0.10%	1,257,456	0.10%
Dr. Sanders . . . . . . . . . . . . . . . . . . . . . . . .	27,482(12)	0.002%	35,490	0.003%
Mr. Su . . . . . . . . . . . . . . . . . . . . . . . . . . .	173,277(13)	0.01%	181,285	0.02%
Mr. Yi . . . . . . . . . . . . . . . . . . . . . . . . . . . .	327,418(14)	0.03%	335,426	0.03%
Other Shareholders . . . . . . . . . . . . . . . . . . .	1,092,807,181	91.27%	1,092,807,181	91.25%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,197,322,617	100%	1,197,585,048	100%

Assuming that no shares are issued pursuant to any of the Proposed RSU Grants.
Without taking into account shares which may be repurchased or issued by the Company (except for the Proposed RSU Grants).
The calculation is based on the total number of 1,197,322,617 ordinary shares in issue as of the Latest Practicable Date, which included ordinary 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.
Includes (i) 6,280,245 ordinary shares held by Mr. Oyler, (ii) Mr. Oyler's entitlement to receive up to 20,705,156 ordinary 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 510,411 ordinary shares, subject to vesting conditions; (iv) 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (v) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler's father is a trustee, for the benefit of his minor

child, in which Mr. Oyler is deemed to be interested for the purpose of the SFO; (vi) 7,727,927 ordinary shares held for the benefit of Mr. Oyler in a grantor retained annuity trust, of which Mr. Oyler's father is a trustee, in which Mr. Oyler is deemed to be interested for the purpose of the SFO;

(vii) 29,439,115 ordinary shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retain annuity trust, in which Mr. Oyler's father is a trustee, in which Mr. Oyler is deemed to be interested for the purpose of the SFO; (viii) 510,941 ordinary shares 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; (ix) 545,597 ordinary shares held by a trust, the beneficiaries of which include Mr. Oyler's minor child and others, in which Mr. Oyler is deemed to be interested for the purpose of the SFO and (x) 1,591,317 ordinary shares held by a private foundation of which Mr. Oyler and the other(s) serve as directors, in which Mr. Oyler is deemed to be interested for the purpose of the SFO.
Includes (i) 5,553,565 ordinary shares held by Dr. Wang, (ii) Dr. Wang's entitlement to receive up to 9,594,450 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options, and (iii) Dr. Wang's entitlement to restricted
share units equivalent to 149,597 ordinary shares, subject to vesting conditions; (iv) 50 ordinary shares held by Dr. Wang's spouse; (v) 172,372 ordinary shares held in a UTMA account for Dr. Wang's minor child, in which Dr. Wang is deemed to be interested for the purpose of the SFO; (vi) 4,253,998 ordinary shares held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which Dr. Wang's wife is a trustee, in which Dr. Wang is deemed to be interested for the purpose of the SFO and (vii) 1,244,542 ordinary shares held by a family trust which Dr. Wang's family members are beneficiaries, in which Dr. Wang is deemed to be interested for the purpose of the SFO.
Includes Mr. Hooper's entitlement to receive up to 67,353 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options.
Includes Mr. Chen's entitlement to receive up to 460,340 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 2,827,829 ordinary shares held by Mr. Glazer; and (ii) Mr. Glazer's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 9,282 ordinary shares held by Mr. Goller; and (ii) Mr. Goller's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 9,282 ordinary shares held by Mr. Krishana and (ii) Mr. Krishana's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 399,282 ordinary shares held by Mr. Malley and (ii) Mr. Malley's entitlement to receive up to 850,166 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options.
Includes Dr. Sanders is entitled to receive up to 27,482 ordinary shares pursuant to the exercise of options granted to her, subject to the conditions (including vesting conditions) of those options.
Includes Mr. Su is entitled to receive up to 173,277 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options.
Includes Mr. Yi's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.

Board of Directors' Views

Given that the directors believe that the Proposed RSU Grants will retain, motivate and incentivize the grantees and will benefit the long-term development of the Company, the directors consider that the terms of the Proposed RSU Grants are fair and reasonable and in the interests of the shareholders as a whole.

Independent Board Committees and Independent Financial Adviser

Independent Board Committee A, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper.

Independent Board Committee B, comprising Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Chen.

Independent Board Committee C, comprising Mr. Chen, Mr. Goller, Mr. Krishana, Mr. Malley,

Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Glazer.

Independent Board Committee D, comprising Mr. Chen, Mr. Glazer, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Goller.

Independent Board Committee E, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Malley,

Independent Board Committee F, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise

the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Malley.

Independent Board Committee G, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Dr. Sanders.

Independent Board Committee H, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Su.

Independent Board Committee I, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders and Mr. Su, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Yi.

Anglo Chinese Corporate Finance, Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committees and the independent shareholders in relation to the above.

Listing Approval

The HKEx has previously granted its approval of the listing of, and permission to deal in, new shares which may be issued pursuant to the vesting of Proposed RSU Grants which may be granted pursuant to the 2016 Plan.

Information about the Company

BeiGene is a global, commercial-stage biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative medicines to improve treatment outcomes and access for

patients worldwide. Our approximately 6,000 employees around the world are committed to expediting the development of a diverse pipeline of novel therapeutics. We currently market two internally discovered oncology medicines: BTK inhibitor BRUKINSA® (zanubrutinib) in the United States and China, and anti- PD-1 antibody tislelizumab in China. We also market or plan to market in China additional oncology products in China licensed from Amgen Inc., Celgene Logistics Sàrl, a Bristol Myers Squibb (BMS) company, and EUSA Pharma; and have entered a collaboration with Novartis Pharma AG for Novartis to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan.

Annual Meeting

A notice convening the Annual Meeting to be held on June 16, 2021 at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands is set out in this Proxy Statement. Ordinary resolutions will be proposed at the Annual Meeting for the independent shareholders to approve the Proposed RSU Grants.

A form of proxy for use at the Annual Meeting is enclosed with this Proxy Statement. Whether or not you intend to attend and vote at the Annual Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Persons who hold our ordinary shares directly on our Cayman Islands register of members on the record date (i.e. at 5:00 a.m. Cayman Islands Time / 6:00 a.m. New York Time / 6:00 p.m. Hong Kong Time on April 19, 2021) must return a form of proxy (i) by mail or by hand to the offices of our Cayman Registrar: Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands, or (ii) by email at BeiGene@mourant.com. Persons who hold our ordinary shares directly on our Hong Kong register of members on the record date must return a form of proxy by mail or by hand to the offices of our HK Registrar: Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, but in any event no later than 4 a.m. Cayman Islands Time / 5:00 a.m. New York Time / 5:00 p.m. Hong Kong Time on June 13, 2021. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual Meeting or any adjourned meeting.

In accordance with Rule 13.39(4) of the HK Listing Rules, all votes of the independent shareholders at the Annual Meeting shall be taken by poll.

In order to qualify for the right to attend and vote at the Annual Meeting, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company's Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. Hong Kong Time on April 19, 2021.

RECOMMENDATION

Anglo Chinese Corporate Finance, Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committees and the independent shareholders with regard to the Proposed RSU Grants and consider that each of the Proposed RSU Grants are fair and reasonable so far as the interests of the independent shareholders are concerned. Your attention is drawn to the letter of advice from Anglo Chinese Corporate Finance, Limited included in this Proxy Statement containing its recommendation and the principal factors it has taken into account.

Independent Board Committee A, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee A recommends the independent shareholders to vote in favor of the resolutions relating to the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper. The full text of the letter from Independent Board Committee A is set out in this Proxy Statement.

Independent Board Committee B, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Chen fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee C recommends the

independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Mr. Chen. The full text of the letter from Independent Board Committee B is set out in this Proxy Statement.

Independent Board Committee C, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Glazer fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee D recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Mr. Glazer. The full text of the letter from Independent Board Committee C is set out in this Proxy Statement.

Independent Board Committee D, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Goller fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee E recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Mr. Goller. The full text of the letter from Independent Board Committee D is set out in this Proxy Statement.

Independent Board Committee E, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Krishana fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee F recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to

Mr. Krishana. The full text of the letter from Independent Board Committee E is set out in this Proxy Statement.

Independent Board Committee F, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Malley fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee G recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Mr. Malley. The full text of the letter from Independent Board Committee F is set out in this Proxy Statement.

Independent Board Committee G, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Dr. Sanders fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee H recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Dr. Sanders. The full text of the letter from Independent Board Committee G is set out in this Proxy Statement.

Independent Board Committee H, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Su fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee I recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Mr. Su. The full text of the letter from Independent Board Committee H is set out in this Proxy Statement.

Independent Board Committee I, having taken the advice of the Independent Financial Adviser into account, considers the terms of the Proposed RSU Grant to Mr. Yi fair and reasonable so far as the independent shareholders are concerned. Accordingly, Independent Board Committee J recommends the independent shareholders to vote in favor of the resolution relating to the Proposed RSU Grant to Mr. Yi. The full text of the letter from Independent Board Committee I is set out in this Proxy Statement.

The directors are of the opinion that the Proposed RSU Grants are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The directors recommend that all shareholders should vote in favor of the relevant resolutions to be proposed at the Annual Meeting.

By order of the Board of Directors

BeiGene, Ltd.

Mr. John V. Oyler

Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE A

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Oyler, Dr. Wang and Mr. Hooper's respective contributions to the Company and the terms of the Proposed RSU Grants, we are of the view that the terms of the Proposed RSU Grants are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grants are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolutions to be proposed at the Annual Meeting to approve the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee A
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Michael Goller
Mr. Ranjeev Krishana	Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders
Mr. Jing-Shyh (Sam) Su	Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE B

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Chen, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Chen's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Chen.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee B
	BeiGene, Ltd.
Mr. Donald W. Glazer	Mr. Michael Goller	Mr. Ranjeev Krishana
Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders	Mr. Jing-Shyh (Sam) Su
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE C

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Glazer, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Glazer's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Glazer.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee C
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Michael Goller	Mr. Ranjeev Krishana
Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders	Mr. Jing-Shyh (Sam) Su
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE D

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Goller, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Goller's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Goller.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee D
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Ranjeev Krishana
Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders	Mr. Jing-Shyh (Sam) Su
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE E

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Krishana, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Krishana's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Krishana.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee E
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Michael Goller
Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders	Mr. Jing-Shyh (Sam) Su
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE F

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Malley, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Malley's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Malley.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee F
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Michael Goller
Mr. Ranjeev Krishana	Dr. Corazon (Corsee) D. Sanders	Mr. Jing-Shyh (Sam) Su
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE G

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Dr. Sanders, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Dr. Sanders' contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Dr. Sanders.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee G
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Michael Goller
Mr. Ranjeev Krishana	Mr. Thomas Malley	Mr. Jing-Shyh (Sam) Su
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE H

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Su, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Su's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Su.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee H
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Michael Goller
Mr. Ranjeev Krishana	Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders
Mr. Qingqing Yi
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT BOARD COMMITTEE I

April 30, 2021

To the independent shareholders of BeiGene, Ltd.

Dear Sir/Madam,

We have been appointed as an independent board committee of the Company to advise independent shareholders in connection with the Proposed RSU Grant to Mr. Yi, details of which are set out in the Proxy Statement dated April 30, 2021, of which this letter forms part. Terms defined in the Proxy Statement shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Anglo Chinese Corporate Finance, Limited, the independent financial adviser of the Company, in relation thereto as set out in the Proxy Statement, Mr. Yi's contributions to the Company and the terms of the Proposed RSU Grant, we are of the view that the terms of the Proposed RSU Grant are fair and reasonable so far as the independent shareholders are concerned. We are of the view that that the Proposed RSU Grant are made on normal commercial terms and during the ordinary and usual course of the Company's business, and are in the interest of the Company and its shareholders.

Accordingly, we recommend the independent shareholders to vote in favor of the resolution to be proposed at the Annual Meeting to approve the Proposed RSU Grant to Mr. Yi.

	Yours faithfully,
	For and on behalf of the
	Independent Board Committee I
	BeiGene, Ltd.
Mr. Timothy Chen	Mr. Donald W. Glazer	Mr. Michael Goller
Mr. Ranjeev Krishana	Mr. Thomas Malley	Dr. Corazon (Corsee) D. Sanders
Mr. Jing-Shyh (Sam) Su
	Independent Non-executive
	Directors

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

April 30, 2021

To: Independent Board Committees and the Independent Shareholders

Dear Sir or Madam,

PROPOSED GRANTS OF RESTRICTED SHARE UNITS TO DIRECTORS

We refer to our appointment as the Independent Financial Adviser to advise the Company's Independent Board Committees and the independent shareholders of the Company ("Independent Shareholders") on the fairness and reasonableness of the terms of the Proposed RSU Grants and whether the transactions contemplated thereunder are on normal commercial terms and in the ordinary course of business of the Company, and to make a recommendation to the Independent Shareholders in respect thereof. Details of the Proposed RSU Grants are set out in the "Letter from the Board" ("Letter from the Board") in the proxy statement dated April 30, 2021 (the "Proxy Statement") filed by BeiGene, Ltd. (the "Company", together with its subsidiaries (the "Group")), of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as defined in the Proxy Statement unless the context requires otherwise.

As of the Latest Practicable Date, Mr. Oyler, Dr. Wang, Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi are directors of the Company. Pursuant to Chapter 14A of the HK Listing Rules, they are connected persons of the Company, and the Proposed RSU Grants and transactions contemplated therein constitute non-exempt connected transactions of the Company that are subject to reporting, announcement and the independent shareholders' approval requirements.

Independent Board Committee A, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper.

Independent Board Committee B, comprising Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Mr. Chen.

Independent Board Committee C, comprising Mr. Chen, Mr. Goller, Mr. Krishana, Mr. Malley,

Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Mr. Glazer.

Independent Board Committee D, comprising Mr. Chen, Mr. Glazer, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Mr. Goller.

Independent Board Committee E, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Malley,

Independent Board Committee F, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Dr. Sanders, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Mr. Malley.

40th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong.

Telephone +852 2845 4400 Facsimile: +852 2845 1162 e-mail: accf@anglochinesegroup.com

Independent Board Committee G, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Mr. Su and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Dr. Sanders.

Independent Board Committee H, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders and Mr. Yi, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Mr. Su.

Independent Board Committee I, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders and Mr. Su, all being independent non-executive directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Grant to Mr. Yi.

In formulating our opinion and recommendation, we have reviewed (i) the 2016 Plan; (ii) the Company's prospectus dated July 30, 2018; (iii) the Company's annual reports for the years ended December 31, 2018, 2019 and 2020; (iv) the Proxy Statement; (v) the findings on the review of the Company's compensation programs prepared by an independent compensation consultant, Frederic W. Cook & Co., Inc.; (vi) the independent director compensation policy of the Company; (vii) share award schemes adopted by listed companies comparable to the Company; and (viii) other information as set out in the Proxy Statement.

We have relied on the accuracy of the information, facts, representations and opinions expressed by the Board, referred to in the Proxy Statement. We have assumed that the information, representations and opinions were true at the time they were made and continue to be true as of the date of the Proxy Statement and will continue to be true up to the time the Independent Shareholders vote on the resolutions to approve the Proposed RSU Grants. We consider that we have reviewed sufficient information to reach the conclusions set out in this letter and have no reason to believe any of the information provided to us by the management of the Company is inaccurate or that any material information has been omitted or withheld from the information supplied or the opinions expressed in the Proxy Statement. We have also assumed that all statements of belief and opinion of the Board as set out in the announcement of the Company dated April 20, 2021 (the "Announcement") and the Proxy Statement were reasonably made after due and careful enquiry. We have not, however, carried out any independent verification on the information provided to us by the Company, nor have we conducted any form of independent in-depth investigation into the business and affairs or prospects of the Group or its associates.

Apart from professional fees for our services to the Company in connection with the engagement described above, no arrangement exists whereby we will receive any fees or benefits from the Company, its subsidiaries, directors, chief executive, substantial shareholders or any associate of any of them. During the two-year period immediately preceding the Latest Practicable Date, we were appointed as an independent financial adviser to the Company to advise on the share purchase agreement dated October 31, 2019, as amended by Amendment No. 1 dated December 6, 2019 and the Restated Amendment No. 2 dated September 24, 2020 by and between the Company and Amgen Inc. and the transactions contemplated thereunder, details of which were set out in the proxy statements of the Company dated November 29, 2019 and October 9, 2020. Given our independent role and normal professional fees received from the Company under the past engagements, we do not consider that our independence to act in present appointment is affected by them.

PRINCIPAL FACTORS AND REASONS CONSIDERED

We have considered the following factors in arriving at our opinion on the Proposed RSU Grants:

(a) Information of the Group

The Company is a global, commercial-stage biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative medicines to improve treatment outcomes and access for patients worldwide. The Company's approximately 6,000 employees around the world are committed to expediting the development of a diverse pipeline of novel therapeutics. The Company currently markets two internally discovered oncology medicines: BTK inhibitor BRUKINSA® (zanubrutinib) in the United States and China, and anti-PD-1 antibody tislelizumab in China. The Company also markets or plans to market in China additional oncology products in China licensed from Amgen Inc., Celgene Logistics Sàrl, a Bristol Myers Squibb (BMS) company, and EUSA Pharma, and has entered a collaboration with Novartis Pharma AG for Novartis to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan.

The tables below show the selected financial and business information of the Group extracted from the annual reports of the Company for the years ended December 31, 2018, 2019 and 2020.

Extract of consolidated statement of operations

		For the year ended December 31,
	2018		2019			2020

		(US$'000) (US$'000)			(US$'000)
		(audited)		(audited)			(audited)
Revenue
- Product revenue, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	130,885		222,596		308,874
- Collaboration revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		67,335			205,616			-

		198,220			428,212		308,874
Research and development ("R&D") costs . . . . . . . . . . . . . . . . . . . .	(679,005)	(927,338)	(1,294,877)
Net loss attributable to the Company . . . . . . . . . . . . . . . . . . . . . . . .	(673,769)	(948,628)	(1,596,906)
Extract of consolidated balance sheets
		As of December 31,

	2018		2019			2020

	(US$'000)		(US$'000)			(US$'000)
	(audited)		(audited)			(audited)
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,249,684		1,612,289	5,600,757
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	496,037		633,934	1,731,514
Total Company shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . .	1,739,202		962,205	3,869,243

Revenue

The Group's revenue amounted to approximately US$428 million for the year ended December 31, 2019, representing an increase of approximately 116% as compared to approximately US$198 million for the year ended December 31, 2018. The increase was mainly due to (i) sales of ABRAXANE®, REVLIMID® and VIDAZA® in China; and (ii) recognition of a one-time payment of US$150 million upon the termination of the 2017 collaboration and license agreement with Celgene for tislelizumab in June 2019.

The Group's revenue amounted to approximately US$309 million for the year ended December 31, 2020, representing a decrease of approximately 28% as compared to approximately US$428 million for the year ended December 31, 2019. The decrease was mainly due to the absence of collaboration revenue recorded for the year ended December 31, 2020 (2019: US$206 million). Such decrease was partially offset by the increase in the Group's product revenue from US$223 million for the year ended December 31, 2019 to approximately US$309 million for the year ended December 31, 2020.

R&D costs

R&D activities are central to the Group's business model. They are mainly related to (i) the clinical advancement of its internally-developed drug candidates, including zanubrutinib, tislelizumab, pamiparib, lifirafenib, BGB-A333,BGB-A425,BGB-A1217 and BGB-11417; and (ii) in-licensed drug candidates, including Amgen pipeline assets under co-development, sitravatinib, ZW25, ZW49, BA3071, BAT1706, DXP-593 and DXP-604.

The Group's R&D costs amounted to approximately US$927 million for the year ended December 31, 2019, representing an increase of approximately 37% as compared to approximately US$679 million for the year ended December 31, 2018. The increase was mainly due to (i) expansion of clinical trials for zanubrutinib and tislelizumab; (ii) increase in employee salary and benefits to support the Group's expanding research and development activities; and (iii) increase in depreciation, travel, meeting and conferences, facility and IT allocable expenses, office expense, rental fees and other expenses to support the growth of the Group.

The Group's R&D costs amounted to approximately US$1,295 million for the year ended December 31, 2020, representing an increase of approximately 40% as compared to approximately US$927 million for the year ended December 31, 2019. The increase was mainly due to (i) the increased spending on the ongoing and late-stage pivotal clinical trials; (ii) expense related to upfront license payments for in-licensed eight assets;

development expenses associated with the Amgen collaboration; (iv) the preparation of additional regulatory submissions, and manufacturing costs related to development programs and pre-commercial activities; and (v) increase in employee share-based compensation expense due to increased headcount and a higher share price of the Company.

As of January 31, 2021, the Group owned 30 issued U.S. patents, 14 issued China patents, a number of pending U.S. and China patent applications, and corresponding patents and patent applications internationally. As discussed in the annual report of the Company for the year ended December 31, 2020, the Group expects its research and development costs to increase significantly in the foreseeable future as its development programs and clinical trials progress.

Net loss attributable to the Company

Based on the foregoing, the net loss attributable to the Company for the year ended December 31, 2018, 2019 and 2020 amounted to approximately US$674 million, US$949 million and US$1,597 million, respectively.

Financial position of the Group

Total assets of the Group amounted to approximately US$5,601 million as of December 31, 2020, representing an increase of approximately 247%, as compared to US$1,612 million as of December 31, 2019.

Net assets of the Group increased from approximately US$962 million as of December 31, 2019 to approximately US$3,869 million as of December 31, 2020.

The increases in total assets and net assets as mentioned above were mainly attributable to the receipt of proceeds of approximately US$2.78 billion from the share subscription by Amgen in January 2020 and

of approximately US$2.08 billion from the share subscription by Baker Bros. Advisors LP, Hillhouse Capital, Amgen and others in July 2020.

(b) Share price performance of the Company

The chart below shows the performance of the ordinary shares of the Company from August 8, 2018, being the date of listing of the Company's shares on the HKEx ("Listing Date"), to the Latest Practicable Date.

Share price of the Company on the HKEx (HK$)

250

200

150

100

Source: Bloomberg

During the period from the Listing Date to the Latest Practicable Date (the "Review Period"), closing price of the shares ranged from HK$63.90 to HK$229.80 with an average of approximately HK$112.35. As of the Latest Practicable Date, the share price closed at HK$188.00, which represented approximately 74% increase from its offer price for listing of HK$108.00 in August 2018.

The 2016 Plan was approved by the Board on November 7, 2018 and by the shareholders on December 7, 2018. The purpose of the plan is to provide the Company with flexibility to use various equity-based incentives and awards to motivate its workforce.

In June 2020, the shareholders approved an amendment to the 2016 Plan to increase the number of authorized shares of the Company available for issuance under the plan and to extend its term through 2030. For further details of the 2016 Plan, please refer to the Company's proxy statement dated April 28, 2020.

The table below sets out the outstanding numbers of RSUs and share options, and the remaining numbers of RSUs or share options available for future grants as at the Latest Practicable Date:

2016 Plan		Outstanding number Available for future grants
RSUs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		33,873,918
	66,035,020(2)
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59,950,832

Notes:

Based on the information provided by the Company as of the Latest Practicable Date.
The Proposed RSU Grants and option Grants will be subject to such limit.

The Proposed RSU Grants to the Grantees (as defined below) are part of the Company's compensation program for executive officers, Chair of the Scientific Advisory Board and non-executive directors.

The purpose of the grant to (i) the executive officers is to encourage them to focus on long-term Company performance and align their interests with shareholders, promote retention and reward outstanding company and individual performance; (ii) the Chair of the Scientific Advisory Board is to provide sufficient incentive to retain and motivate him to participate in the formulation of strategy and long-term development of the Company and to recognize his contribution to the growth of the Company; and (iii) the non-executive directors is to retain and motivate them to continue to provide their opinions and judgments to the Board of Directors in building the strategy and long-term development of the Company.

As discussed in the sub-section headed "(a) Information of the Group" above, the Group incurred substantial amount of R&D expense for the past three years as it continued the development and advancement of its pipeline products, and has been loss-making since its listing.

The Company's success will depend on its ability to attract, retain and motivate key executives and qualified personnel to support the Group's operations, research and development, manufacturing and commercialization of products. Dr. Wang as the Company's Co-Founder, Chair of the Scientific Advisory Board and director, Mr. Oyler as the Company's Co-Founder, Chief Executive Officer and Chairman of the Board, the non-executive and independent non-executive directors and the scientific teams, are particularly valuable in that regard. Also, they are considered by the Board of Directors as vital for the Group to successfully implement its overall business strategy.

In the circumstances, we are of the view that the RSUs which involve the issue of shares upon vesting, are effective instruments for the Group to incentivize its employees, consultants and directors without incurring any significant cash outflows. Also, we note that it is a standard compensation practice to provide equity rewards in addition to cash (as demonstrated by our analysis in the subsection headed "(e) Assessment on the fairness and reasonableness of the Proposed RSU Grants - Comparison of the remuneration packages of the Grantees with those of the Comparable Companies" below).

(d) Principal terms of the Proposed RSU Grants

The Proposed RSU Grants to Mr. Oyler, Dr. Wang, Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi (the "Grantees") will be granted for nil consideration, with each of the RSU granted represents the right to receive one ordinary share of the Company on the date it vests. Further terms of the Proposed RSU Grants are set out below:

Grantees

Grant date fair value

Indicative number of RSUs (based on the closing price of US$324.36 per ADS of the Company on NASDAQ on the assumed grant date which is April 26, 2021)

Independent non- executive directors

						8 directors, namely
						Mr. Chen,
						Mr. Glazer,
Executive director		Non-executive directors		Mr. Goller,
		Mr. Krishana,

		Dr. Wang				Mr. Malley,
		(and as the Chairman of				Dr. Sanders,
		the Scientific Advisory				Mr. Su and
Mr. Oyler		Board)		Mr. Hooper		Mr. Yi
US$3,750,000	US$1,000,000	US$200,000	US$200,000 each,
					totaling US$1,600,000
150,293	40,066	8,008	8,008 each, totaling
					64,064

Vesting schedule

25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service; provided, however, that upon a termination without cause or for good reason as defined in Mr. Oyler's employment agreement, the RSUs shall become vested as if he had remained employed for an additional 20 months; provided further that the RSUs shall become fully vested for underlying shares upon a change in control of the Company.

25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service.

100% of the ordinary shares shall vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting of shareholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. Unvested RSUs shall accelerate in full upon

death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director's service continues and the awards are not assumed by the acquiror at the time of the change of control. Subject to specific terms and conditions designed for compliance with applicable tax and other regulations, a director generally may elect to defer settlement of their RSUs until six months following the date that the director ceases to serve as a director.

The final number of RSUs underlying each Proposed RSU Grant shall be calculated by dividing the grant date fair value by the closing price of the ADSs on NASDAQ on the grant date as divided by 13. If the Independent Shareholders' approval is not obtained by the date of the Annual Meeting, the respective Proposed RSU Grant shall be replaced by share option grant with the same grant date fair value in accordance with Chapter 17 of the HK Listing Rules.

As understood from the Company, if a RSU holder resigns before the vesting of the RSUs granted under the 2016 Plan, the unvested RSUs except any portion subject to acceleration will be fortfeited. We consider that such vesting mechanism will serve the purpose of retaining the directors by providing them incentive to remain with the Group before the full vesting of the RSUs.

In addition to the Proposed RSU Grants, the Board of Directors will also grant share options under the 2016 Plan to Mr. Oyler, Dr. Wang and other non-executive directors on the date of Annual Meeting. Details of such share option grants are set out below for illustrative purpose:

share options with a grant date fair value of US$11,250,000 to Mr. Oyler. 25% of the ordinary shares subject to the share options shall become exercisable on the first anniversary of the grant date, and the balance become exercisable in 36 successive equal monthly installments thereafter, subject to continued services; provided, however, that upon a termination without cause or for good reason as defined in Mr. Oyler's employment agreement, the option shall become exercisable for underlying

shares as if he had remained employed for an additional 20 months; provided further that the option shall become exercisable for all underlying shares upon a change in control of the Company;

- share options with a grant date fair value of US$3,000,000 to Dr. Wang. 25% of the ordinary shares subject to the share options shall become exercisable on the first anniversary of the grant date, and the balance become exercisable in 36 successive equal monthly installments thereafter, subject to continued services;
- share options with a grant date fair value US$200,000 to each of the other non-executive directors and independent non-executive directors. The share options shall vest in full on the earlier of the first anniversary of grant date or the date of the next annual general meeting of shareholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. All options shall be exercisable for three years following cessation of service, and unvested options shall accelerate in full upon (i) death, (ii) disability and (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director's service continues and the awards are not assumed by the acquiror at the time of the change of control; and
- each share option will have 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 grant date, in each case as determined in reference to the closing price of the Company's ADSs on the NASDAQ.
Assessment on the fairness and reasonableness of the Proposed RSU Grants

Comparable scheme

We have, to the best of our knowledge, identified the following list of comparable share award schemes ("Comparable Schemes") adopted by biotechnology companies listed in Hong Kong and the United States with market capitalization of US$20 billion to US$60 billion as of the date of the Announcement ("Comparable Companies") for our assessment of the fairness and reasonableness of the terms of the 2016 Plan. Notwithstanding the fact that none of the Comparable Companies is listed in Hong Kong, their principal businesses, target markets and business scales are similar to those of the Company. We consider the Comparable Schemes to be fair and representative for our comparable analysis and are exhaustive based on our selection criteria outlined above. We have not taken into consideration share award schemes of publicly traded companies operating in non-biotechnology industries which are, in our view, not comparable to the Company given their differences in the business nature, product life cycle and operational risks, which, individually or collectively, may impact significantly on their remuneration packages of directors and senior management.

We have compared the background and the fundamentals of the Comparable Companies to that of the Company. Details of the comparison are set out below:

Research

Market

and

capitalization

Revenue

development

No. of

as of the

for the

expenses for

employees

Latest

year ended

the year ended

as of

Comparable

Year of

Practicable

December 31,

Company

Headquarter

Stock code

incorporation

Date

2020

Description

(US$'million) (US$'million) (US$'million)

Vertex

United States

VRTX

1989

56,156

6,206

1,830

3,400

Discovers, develops, and

Pharmaceuticals

(Nasdaq)

commercializes pharmaceutical

Incorporated

products. The company develops

drugs for the treatment of cystic

fibrosis, cancer, inflammatory

bowel, autoimmune disease, and

neurological disorders. Vertex

Pharmaceuticals serves healthcare

sector worldwide.

Regeneron

United States

REGN

1988

52,460

8,497

2,735

9,123

Discovers, develops, and

Pharmaceuticals,

(Nasdaq)

commercializes pharmaceutical

Inc.

products for the treatment of

serious medical conditions.

Biogen Inc.

United States

BIIB

1978

40,568

13,445

3,985

9,100

Develops, manufactures, and

(Nasdaq)

commercializes therapies, focusing

on neurology, oncology, and

immunology. The company

products address diseases such as

multiple sclerosis, non-hodgkin's

lymphoma, rheumatoid arthritis,

crohn's disease, and psoriasis.

Alexion

United States

ALXN

1992

36,892

6,070

1,003

3,837

Researches and develops

Pharmaceuticals,

(Nasdaq)

proprietary immunoregulatory

Inc.

compounds for the treatment of

autoimmune and cardiovascular

diseases. The company develops C5

complement inhibitors and

apogens which are two classes of

potential therapeutic compounds

designed to selectively target

specific disease-causing segments

of the immune system.

Seagen Inc.

United States

SGEN

1997

26,739

2,176

827

2,092

Discovers and develops

(Nasdaq)

monoclonal antibody-based drugs

to treat cancer and related diseases,

as well as offers antibody-drug

conjugate technology designed to

deliver cell-killing agents directly to

tumor cells. Seagen serves

customers worldwide.

The Company

China

BGNE

2010

29,744

309

1,295

5,300

The Company is a global,

(Nasdaq)

commercial-stage biotechnology

6160

company focused on discovering,

(HKEx)

developing, manufacturing, and

commercializing innovative

medicines to improve treatment

outcomes and access for patients

worldwide.

Source: Bloomberg and Reuters

Note: BioNTech SE (stock code: BNTX) and CureVac NV (stock code: CVAC) were excluded from the Comparable Companies list as the relevant regulatory filings of their share award schemes were unavailable as of the Latest Practicable Date.

We have also compared the Comparable Schemes and their respective grantees to that of the Company. Details of the comparison are set out below:

Company name

Year adopted,

Vesting terms of

(Stock code)

restated or amended

Participants

Type of award

Purpose of the grant

Accelerated vesting

the award

Vertex

2013

Employees,

Non-statutory

To attract, retain

Yes, upon a change

Vesting of the

Pharmaceuticals

non-employee

stock option,

and motivate

in control and in

earned shares in

Incorporated

directors and

restricted

people with the

the event of

three equal

(VRTX)

consultants

stock units or

necessary talent

termination of

instalments over

other equity-based

and experience and

employment or

three years

awards

to provide

service as a

additional

director under

incentive to

specified

achieve its short-

circumstances

and long-term

business objectives.

Regeneron

2014

Employees of the

Incentive stock

Considers equity

Yes, upon a change

Vest 50% on the

Pharmaceuticals,

Company,

options and

and equity-based

in control

second anniversary

Inc.

including officers,

nonqualified stock

compensation to

of the grant date

(REGN)

and nonemployees,

options, shares of

be a key

and 50% on the

including non-

restricted stock,

component of its

fourth anniversary

employee members

restricted

compensation

of the grant date.

of the company's

stock units, and

program and

board of directors

other awards

believe that it is

essential to attract,

motivate, and

retain talented,

experienced, and

committed

employees and to

incentivize its

employees to

achieve its short-

and long-term

goals.

Biogen Inc.

Approved by

Non-employee

Options, shares of

To provide an

Yes, upon a change

Initial grants shall

(BIIB)

stockholders on

board members of

restricted stock,

additional

in control,

vest ratably in

May 25, 2006; as

the company and

restricted

incentive to those

involuntary

equal annual

amended through

its affiliates

stock units, stock

directors to

termination or

installments on

March 27, 2015

appreciation rights

promote the

termination of the

each of the first

and other awards

success of the

plan

three anniversaries

company and its

of the date of

affiliates.

grant. Annual

grants shall fully

vest on the first

anniversary of the

date of grant

Biogen Inc.

2017

Employee of the

Restricted

To encourage

Yes, upon a change

The award will

(BIIB)

company or one of

stock units

ownership of

in control and

become vested in

its affiliates

shares of common

termination of

three equal

stock by non-

employment

instalments on

employee directors

each of the first,

of the company

second and third

and its affiliates,

anniversaries of

and to provide an

the grant date.

additional

incentive to those

directors to

promote the

success of the

company and its

affiliates.

Company name		Year adopted,									Vesting terms of
(Stock code)		restated or amended		Participants	Type of award		Purpose of the grant		Accelerated vesting		the award
Alexion	2017	Key employees and Grant of stock,		To attract and		Yes, upon a change		25% of the shares
Pharmaceuticals,			directors of, and	stock-based and		retain key talent,		in control or if		subject to the
Inc.			consultants and	other incentive		incentivize		their employment		restricted share
(ALXN)			advisors to, the	awards		sustainable growth		is terminated		units award on
			company and its			and long-term		without cause or in		each of the first
			subsidiaries			value creation, and		certain other		four anniversaries
							align the interests		instances		of the grant date
							of its employees
							with those of its
							shareholders.
Seagen Inc.		Approved by	Employees,	Stock options,		To encourage		Yes, upon a change		Restricted share
(SGEN)		stockholders on	including officers,	restricted stock,		ownership by key		in control and		units granted to
		December 23,	directors and	RSUs, stock		personnel whose		termination of		employees vest
		2007, as amended	consultants and	appreciation rights		long-term		employment		25% each year
		and restated in	affiliates	and other similar		employment or				beginning one year
	2012			types of awards		other service				after the grant
							relationship with				date. Option and
							the Company is				RSU grants to
							considered				non-employee
							essential to the				members of our
							Company's				board of directors
							continued progress				vest over one year.
							and, thereby,
							encourage
							recipients to act in
							the stockholders'
							interest and share
							in the Company's
							success.
The Company -		January 14, 2016	Officers,	Share options,		To encourage and		Yes, upon a change		25% of the
2016 Plan		(last amended on	employees,	restricted		enable the officers,		in control and/or		ordinary shares
		June 17, 2020)	non-employee	share units and		employees,		certain qualifying		shall vest on each
			directors and	other incentive		nonemployee		termination events		anniversary of the
			consultants of the	awards		directors and				grant date, subject
			Company			consultants of the				to continued
							Group upon whose				service for
							judgment,				executive director
							initiative and				and certain
							efforts the				non-executive
							Company largely				director; and 100%
							depends for the				of the ordinary
							successful conduct				shares shall vest
							of its businesses to				upon the earlier to
							acquire a				occur of the first
							proprietary interest				anniversary of the
							in the Company.				grant date and the
											next annual general
											meeting for certain
											non-executive
											directors

Source: the regulatory filings of the Comparable Companies and the Proxy Statement

We consider that the six Comparable Schemes adopted by the Comparable Companies demonstrate that the alignment of interests of selected employees and non-employee directors by way of grant and ownership of award shares is a market practice. We also consider the purposes of the Comparable Schemes are similar to that of the 2016 Plan and the Proposed RSU Grants.

From the table above, we see that other than Biogen Inc., which awards restricted stock units to non- employee board members and employees of the company under two separate schemes, all of the other

Comparable Schemes permit both employees and directors to participate. We also note that the restricted stock units awarded under all of the Comparable Schemes will be vested in multiple tranches over three to four years and are subject to accelerated vesting. In particular, the restricted stock units granted under the schemes of Alexion Pharmaceuticals, Inc. and Seagen Inc. will be vested 25% each year, which resemble the 2016 Plan.

The non-employee directors' equity plan adopted by Biogen Inc. in 2006 (the "Biogen 2006 Plan") intended to grant award shares to only the non-employee board members of the company and its affiliates. According to the Biogen 2006 Plan, each individual who is first elected as a non-employee director may be granted the initial grants on the date of such initial election. Initial grants shall vest ratably in equal annual installments on each of the first three anniversaries of the date of grant. Further, on the date of each annual stockholders meeting, each individual who is at the time serving as a non-employee director shall be granted one or more awards. Such annual grants shall fully vest on the first anniversary of the date of grant or over such longer period and in such increments as the committee may otherwise determine. We consider the vesting provision of the Biogen 2006 Plan comparable to the Proposed RSU Grants' to the non-executive directors of the Company, where 100% of the ordinary shares shall vest upon the earlier of the first anniversary of the grant date or the date of the next annual general meeting of shareholders.

Rationale for the Proposed RSU Grants

(i) Mr. Oyler

Mr. Oyler is the Company's Co-Founder, Chief Executive Officer and Chairman of the Board. He has served as a member of the Board of Directors since October 2010. From 2005 to 2009, Mr. Oyler served as President and Chief Executive Officer of BioDuro, LLC, a drug discovery outsourcing company, which was acquired by Pharmaceutical Product Development Inc. From 2002 to 2004, Mr. Oyler served as Chief Executive Officer of Galenea Corp., a biopharmaceutical company dedicated to the discovery of novel therapies for central nervous system diseases, which initially were developed at Massachusetts Institute of Technology. From 1998 to 2002, Mr. Oyler was a Founder and the President of Telephia, Inc. which was bought by The Nielsen Company in 2007. From 1997 to 1998, Mr. Oyler served as Co-Chief Executive Officer of Genta Incorporated, an oncology-focused biopharmaceutical company that was listed on the NASDAQ. Mr. Oyler began his career as a management consultant at McKinsey & Company. Mr. Oyler received his B.S. from the Massachusetts Institute of Technology in June 1990 and an MBA from Stanford University in January 1996.

The Proposed RSU Grant to Mr. Oyler is part of the Company's compensation program for employees, including executive officers. The purpose of such grant is to encourage executives and other employees to focus on long-term company performance and align their interests with shareholders, promote retention and reward outstanding company and individual performance. The Board of Directors proposed to compensate Mr. Oyler with the Proposed RSU Grant after considering Mr. Oyler's integral role as Co-Founder, Chief Executive Officer and Chairman of the Board, his extensive leadership, executive, managerial, business and biotechnology company experience, his years of industry experience in the development of pharmaceutical products and contribution to the rapid growth of the Company.

The Board of Directors considered that the retention and motivation of Mr. Oyler are indispensable to the senior management of the Company. The Company maintains an industry-specific peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of criteria, such as the size of the company, the stage of development and data availability, for benchmarking pay. The value of RSUs to be granted to Mr. Oyler was determined by the Board of Director upon recommendation of the Compensation Committee by referencing the equity grant practice of the Company's compensation peer group. As further discussed under the heading of "Executive Compensation" in the Proxy Statement, the Board of Directors and/or the Compensation Committee generally positions target total compensation for the Company's executive officers above the median target total compensation

in its peer group, with target total cash compensation, including base salaries and target annual incentives, at or below the 25th percentile and equity incentive awards above the median in order to link compensation more closely with corporate performance and the creation of shareholder value.

As discussed in the sub-section headed "(b) Share Price performance of the Company" above, we note that the closing price of the shares of the Company as of the Latest Practice Date was almost 74% higher than its offer price for listing in August 2018. Moreover, we have reviewed the share price performances of the Comparable Companies and noted that, except for Seagen Inc., the Company surpassed the other Comparable Companies in terms of share price performance in the same period. In this regard, we concur with the Board of Directors' rationale to position Mr. Oyler's compensation above the median target total compensation in its peer group.

(ii) Dr. Wang

Dr. Wang is the Company's Co-Founder and has served as a member of the Board of Directors since February 2016. He has also served as the Chairman of the Scientific Advisory Board since 2011. Dr. Wang has served as the founding Director of the National Institute of Biological Sciences in Beijing since 2003 and became its Director and Investigator in 2010. In addition, Dr. Wang has served as a Chair Professor at Tsinghua University since 2020. Previously, he was a Howard Hughes Medical Institute Investigator from 1997 to 2010 and held the position of the George L. MacGregor Distinguished Chair Professor in Biomedical Sciences at the University of Texas Southwestern Medical Center in Dallas, Texas from 2001 to 2010. In 2004, Dr. Wang founded Joyant Pharmaceuticals, Inc., a venture capital-backed biotechnology company focused on the development of small molecule therapeutics for cancer. Dr. Wang received his B.S. in Biology from Beijing Normal University in July 1984 and his Ph.D. in Biochemistry from the University of Texas Southwestern Medical Center in May 1991. Dr. Wang has been a member of the National Academy of Sciences, USA since 2004 and a foreign associate of the Chinese Academy of Sciences since 2013.

Dr. Wang's consulting services include leading the Scientific Advisory Board and providing short- and long-term strategic advice to the Company in his areas of expertise, participating in the Company's leadership team meetings from time to time, and interacting with the Company's key stakeholders on behalf of the Company.

The Board of Directors believes that Dr. Wang's stature in the Chinese scientific and biotechnology communities provides the Company with significant intangible benefits and access to key stakeholders in the Company's industry. His scientific expertise and knowledge of oncology research and development and the Chinese market are highly valuable to the Company. The value of RSUs to be granted to Dr. Wang was determined by the Board of Directors upon recommendation of the Compensation Committee to reflect his major contributions to the Company.

(iii) Nine non-executive directors

The Proposed RSU Grants to other non-executive directors, namely Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi, are part of the Company's compensation package to the non-executive directors. The Proposed RSU Grants to other non-executive directors aim to retain and motivate them to continue to provide their opinion and judgment to the Board of Directors in building the strategy and long-term development of the Company.

We have reviewed the non-executive directors' qualifications and experience in the biotechnology industry and noted that in the year ended December 31, 2020, each of them on average attended 12 committee meetings out of the 14 held by the Company.

We are of the view that the Grantees' extensive experience in the biotechnology industry and their contributions to the Company, as described above, are contributory to the management, operation and development of the Company.

Comparison of the remuneration packages of the Grantees with those of the Comparable Companies

The Compensation Committee takes into consideration factors such as compensation paid by comparable companies, and time commitment and responsibilities of the directors and senior management in making recommendations to the Board of Directors regarding the remuneration packages of the directors and senior management. Set out below is an illustration of the Grantees' remunerations in U.S. dollars when the Proposed RSU Grants and share option grants are added on their actual non-equity remunerations for the year ended December 31, 2020 (the "Illustrative Remuneration"):

					Total			Total
					cash emoluments	Total		grant date
					for the	grant date		fair value
					year ended	fair value		of share
					December 31,	of RSU		option	Aggregate
Grantee			Position		2020		grants		grants	remuneration
					(Note 1)	(Note 2)		(Note 2)
Mr. Oyler . . . . . . .	Chairman and Executive Director	1,409,349		3,750,000	11,250,000	16,409,349
Dr. Wang . . . . . . .	Non-executive Director	250,000		1,000,000	3,000,000	4,250,000
Mr. Hooper . . . . . .	Non-executive Director	69,042		200,000	200,000	469,042
Mr. Chen . . . . . . . .	Independent Non-executive Director	69,592		200,000	200,000	469,592
Mr. Glazer . . . . . . .	Independent Non-executive Director	62,500		200,000	200,000	462,500
Mr. Goller . . . . . . .	Independent Non-executive Director	60,625		200,000	200,000	460,625
Mr. Krishana . . . . .	Independent Non-executive Director	63,125		200,000	200,000	463,125
Mr. Malley . . . . . .	Independent Non-executive Director	78,125		200,000	200,000	478,125
Dr. Sanders . . . . . .	Independent Non-executive Director	23,894		200,000	200,000	423,894
Mr. Su . . . . . . . . .	Independent Non-executive Director	58,958		200,000	200,000	458,958
Mr. Yi . . . . . . . . . .	Independent Non-executive Director	73,125		200,000	200,000	473,125

Notes:

Comprised of salaries and other benefits, performance bonus and/or retirement benefit scheme contributions as disclosed in the Proxy Statement.
The grant date fair value of the RSUs to be granted to Mr. Oyler, Dr. Wang and each of other non- executive directors are US$3,750,000, US$1,000,000 and US$200,000, respectively. In addition, the grant date fair value of the share options to be granted to Mr. Oyler, Dr. Wang and each of other non- executive directors are US$11,250,000, US$3,000,000 and US$200,000, respectively.

As set out in the table above, assuming that the value of the RSUs (under the Proposed RSU Grants) and share options (under the share option grants) is the grant date fair value, the Illustrative Remuneration of Mr. Oyler, Dr. Wang, Mr. Hooper and the eight independent non-executive directors will then amount to approximately US$16.4 million, US$4.3 million, US$0.5 million and US$0.5 million, respectively.

In assessing the fairness and reasonableness of the Illustrative Remuneration of the Grantees, we have compared the remuneration packages of Comparable Companies' directors based on their latest available filings for the year ended December 31, 2020.

						Total Remunerations (US$)
				Executive and
				non-executive directors(Note 1)		Independent directors(Note 1)
Comparable Companies		Stock code		Minimum		Maximum	Minimum	Maximum
Vertex Pharmaceuticals
Incorporated . . . . . . . . . . . . . . . . . VRTX	9,111,359	16,473,245	452,223	579,264
Regeneron Pharmaceuticals, Inc. . . . . . REGN	6,109,024	135,350,121	699,999	724,999
Biogen Inc. . . . . . . . . . . . . . . . . . . . .	BIIB	18,659,829	18,659,829	409,314	669,822
Alexion Pharmaceuticals, Inc. . . . . . . .	ALXN	17,919,259	17,919,259	444,957	595,025
Seagen Inc. . . . . . . . . . . . . . . . . . . . .	SGEN	16,493,557	16,493,557	461,963	549,554
The Company(Note 2) . . . . . . . . . . . . . .	BGNE/6160.HK	469,042	16,409,349	423,894	478,125

Source: Reuters and regulatory filings of the Comparable Companies and the Company

Notes:

The remuneration information is based on the annual remuneration information of the directors of the Comparable Companies for the year ended December 31, 2020.
The figures represent the ranges of the Illustrative Remuneration.

Although details with respect to each Comparable Company and its director(s) such as responsibilities, experience and years of service of each director as well as product type, stage of clinical development and commercialization and scale of each company may vary, we consider that the Comparable Companies serve as a general reference to indicate common market practice in determining the remuneration packages of directors of biotechnology companies.

As shown in the table above, the remuneration of the Comparable Companies' (i) executive and non- executive directors ranged from approximately US$6.1 million to approximately US$135.4 million; and

independent directors ranged from approximately US$0.4 million to approximately US$0.7 million. The Illustrative Remunerations appear to be lower than or generally in line with these ranges.

In addition, we have analyzed the cash, share options and share awards components of the remuneration packages of the Comparable Companies' directors based on their latest available filings for the year ended December 31, 2020. A summary of such analysis is set out below:

		Executive and non-executive directors				Independent directors
				(A)		(B)		(A)+(B)			(C)	(D)		(C)+(D)
								Equity					Equity
		Cash	Share Options	Share Awards	portion	Cash	Share Options	Share Awards	portion
Company		(% Total)	(% Total)	(% Total)	(% Total)	(% Total)	(% Total)	(% Total)	(% Total)

Vertex Pharmaceuticals Incorporated . .	27.4%	0.0%		72.6%		72.6%	23.4%	34.3%		42.3%	76.6%
Regeneron Pharmaceuticals, Inc. . . . . .	3.6%	1.7%		94.7%		96.4%	15.9%	67.3%		16.8%	84.1%
Biogen Inc. . . . . . . . . . . . . . . . . . . . .	25.6%	0.0%		74.4%		74.4%	37.0%	0.0%		63.0%	63.0%
Alexion Pharmaceuticals, Inc. . . . . . . .	23.7%	0.0%		76.3%		76.3%	27.6%	0.0%		72.4%	72.4%
Seagen Inc. . . . . . . . . . . . . . . . . . . . .	16.0%	27.7%		56.4%		84.0%	14.1%	40.6%		45.4%	85.9%
Maximum . . . . . . . . . . . . . . . . . . . . .	27.4%	27.7%		94.7%		96.4%	37.0%	67.3%		72.4%	85.9%
Average . . . . . . . . . . . . . . . . . . . . . . .	19.2%	5.9%		74.9%		80.8%	23.6%	28.4%		48.0%	76.4%
Median . . . . . . . . . . . . . . . . . . . . . . .	23.7%	0.0%		74.4%		76.3%	23.4%	34.3%		45.4%	76.6%
Minimum . . . . . . . . . . . . . . . . . . . . .	3.6%	0.0%		56.4%		72.6%	14.1%	0.0%		16.8%	63.0%
The Company . . . . . . . . . . . . . . . . . .	8.2%	68.4%		23.4%		91.8%	13.3%	43.4%		43.4%	86.7%

Source: Reuters, regulatory filings of the Comparable Companies and the Proxy Statement.

In respect of the Comparable Companies' executive and non-executive directors, approximately 3.6% to 27.4%, nil to 27.7% and 56.4% to 94.7% of their total remunerations were paid by way of cash, share options and share awards, respectively. For the Illustrative Remuneration of the Company's executive and non- executive directors, (i) the ratio of the share awards component of 23.4% is below the minimum of the Comparable Companies; (ii) the ratio of the cash component of 8.2% is within the range of the Comparable Companies; and (iii) the ratio of share options component of 68.4% is above the maximum of the Comparable Companies. However, we note that the total equity component of the Illustrative Remuneration of 91.8% of the Company's executive and non-executive directors, comprising of the share options and share awards, is within the range of the Comparable Companies of 72.6% to 96.4%.

In respect of the Comparable Companies' independent directors, approximately 14.1% to 37.0%, nil to 67.3% and 16.8% to 72.4% of their total remunerations were paid by way of cash, share options and share awards, respectively. For the Illustrative Remuneration of the Company's independent non-executive directors, we note that the ratios of share options and share awards components, namely, 43.4% and 43.4% respectively, are within the range of the Comparable Companies', while the cash component of 13.3% is lower than the minimum percentage indicated by the Comparable Companies.

Based on the above analysis, we are of the view that the ratios of the overall equity component of the Illustrative Remuneration of the Company's executive, non-executive, and independent non-executive directors resonate with the market practice as they are generally within range of the Comparable Companies. In addition, we note that each of the Comparable Companies granted share awards alongside share options to their directors as part of their overall compensation packages. We therefore consider the Proposed RSU Grants, being part of the equity component, are fair and reasonable.

Dilution effect

	Latest Practicable Date(1)	Assuming full vesting of the Proposed RSU Grants(2)
	No. of shares		%(3)		No. of shares	%
Mr. Oyler . . . . . . . . . . . . . . . . . .	77,412,897(4)		6.47%	77,563,190	6.48%
Dr. Wang . . . . . . . . . . . . . . . . . .	20,968,574(5)	1.75%	21,008,640	1.75%
Mr. Hooper . . . . . . . . . . . . . . . .	67,353(6)	0.01%	75,361	0.01%
Mr. Chen . . . . . . . . . . . . . . . . . .	460,340(7)	0.04%	468,348	0.04%
Mr. Glazer . . . . . . . . . . . . . . . . .	3,155,247(8)	0.26%	3,163,255	0.26%
Mr. Goller . . . . . . . . . . . . . . . . .	336,700(9)	0.03%	344,708	0.03%
Mr. Krishana . . . . . . . . . . . . . . .	336,700(10)	0.03%	344,708	0.03%
Mr. Malley . . . . . . . . . . . . . . . . .	1,249,448(11)	0.10%	1,257,456	0.10%
Dr. Sanders . . . . . . . . . . . . . . . . .	27,482(12)	0.002%	35,490	0.003%
Mr. Su . . . . . . . . . . . . . . . . . . . .	173,277(13)	0.01%	181,285	0.02%
Mr. Yi . . . . . . . . . . . . . . . . . . . .	327,418(14)	0.03%	335,426	0.03%
Other Shareholders . . . . . . . . . . .	1,092,807,181		91.27%	1,092,807,181	91.25%
Total . . . . . . . . . . . . . . . . . . . . .	1,197,322,617		100%	1,197,585,048	100%

Assuming that no shares are issued pursuant to any of the Proposed RSU Grants.
Without taking into account shares which may be repurchased or issued by the Company (except for the Proposed RSU Grants).
The calculation is based on the total number of 1,197,322,617 ordinary shares in issue as of the Latest Practicable Date, which included ordinary 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.
Includes (i) 6,280,245 ordinary shares held by Mr. Oyler, (ii) Mr. Oyler's entitlement to receive up to 20,705,156 ordinary 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 510,411 ordinary shares, subject to vesting conditions; (iv) 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (v) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler's father is a trustee, for the benefit of his minor child, in which Mr. Oyler is deemed to be interested for the purpose of the SFO; (vi) 7,727,927 ordinary shares held for the benefit of Mr. Oyler in a grantor retained annuity trust, of which Mr. Oyler's father is a trustee, in which Mr. Oyler is deemed to be interested for the purpose of the SFO; (vii) 29,439,115 ordinary 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, in which Mr. Oyler is deemed to be interested for the purpose of the SFO; (viii) 510,941 ordinary shares 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; (ix) 545,597 ordinary shares held by a trust, the beneficiaries of which include Mr. Oyler's minor child and others, in which Mr. Oyler is deemed to be interested for the purpose of the SFO; and (x) 1,591,317 ordinary shares held by a private foundation of which Mr. Oyler and the other(s) serve as directors, in which Mr. Oyler is deemed to be interested for the purpose of the SFO.
Includes (i) 5,553,565 ordinary shares held by Dr. Wang, (ii) Dr. Wang's entitlement to receive up to 9,594,450 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options, (iii) Dr. Wang's entitlement to restricted share units

equivalent to 149,597 ordinary shares, subject to vesting conditions; (iv) 50 ordinary shares held by Dr. Wang's spouse; (v) 172,372 ordinary shares held in a UTMA account for Dr. Wang's minor child, in which Dr. Wang is deemed to be interested for the purpose of the SFO; (vi) 4,253,998 ordinary shares held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which Dr. Wang's wife is a trustee, in which Dr. Wang is deemed to be interested for the purpose of the SFO, and (vii) 1,244,542 ordinary shares held by a family trust which Dr. Wang's family members are beneficiaries, in which Dr. Wang is deemed to be interested for the purpose of the SFO.

Includes Mr. Hooper's entitlement to receive up to 67,353 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options.
Includes Mr. Chen's entitlement to receive up to 460,340 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 2,827,829 ordinary shares held by Mr. Glazer; and (ii) Mr. Glazer's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 9,282 ordinary shares held by Mr. Goller; and (ii) Mr. Goller's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 9,282 ordinary shares held by Mr. Krishana and (ii) Mr. Krishana's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
Includes (i) 399,282 ordinary shares held by Mr. Malley and (ii) Mr. Malley's entitlement to receive up to 850,166 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options.
Includes Dr. Sanders is entitled to receive up to 27,482 ordinary shares pursuant to the exercise of options granted to her, subject to the conditions (including vesting conditions) of those options.
Includes Mr. Su is entitled to receive up to 173,277 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options.
Includes Mr. Yi's entitlement to receive up to 327,418 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.

Financial effects of the Proposed RSU Grants

Under the 2016 Plan, the Grantees only receive shares when the RSUs are vested, and no funds will be raised by the Company as a result of the Proposed RSU Grants.

In accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, Compensation-Stock Compensation, all the Company's grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. The fair value of restricted shares and restricted share units are based on the closing market price of the Company's ADSs on the NASDAQ Global Select Market on the date of grant. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions.

For awards granted to non-employees, the Company has accounted for equity instruments issued to non- employees in accordance with the provisions of ASC 718 and ASC 505, Equity. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Expense is recognized in the same manner as if the Group had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity based payments to non-employees.

RECOMMENDATION

Having considered that (i) the Proposed RSU Grants aim to align the interests of the Grantees and the Company's shareholders as a whole for the betterment of the Group's future development and expansion;

it is the market practice for listed biotechnology companies of sizes similar to the Company's to grant restricted share units/share awards to their directors, senior management and employees; and (iii) the experience and background of the relevant directors, we consider that (a) the terms of the Proposed RSU Grants are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned; and (b) the Proposed RSU Grants are conducted under the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders as a whole. Accordingly, we advise the Independent Board Committees to recommend, and we recommend, that the Independent Shareholders vote in favor of the resolutions to be proposed at the Annual Meeting to approve the Proposed RSU Grants.

Yours faithfully,

For and on behalf of

Anglo Chinese Corporate Finance, Limited

Wade Ho

Director

Note: Mr. Wade Ho is a licensed person registered with the Securities and Futures Commission and as a responsible officer of Anglo Chinese Corporate Finance, Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has ten years of experience in corporate finance from corporate finance advisory, principal investments, and valuation advisory positions.

PROPOSAL 12

APPROVAL OF THE RSU GRANT TO MR. OYLER

The Company proposes an ordinary resolution at the Annual Meeting to approve the grant of RSUs with a grant date fair value of US$3,750,000 to Mr. John V. Oyler under the 2016 Plan. The grant date will be date of the Annual Meeting. The Proposed RSU Grant to Mr. Oyler will be made under the following terms:

each of the RSUs is granted for nil consideration;
each of the RSUs granted represents the right to receive one ordinary share on the date it vests;
25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service; provided, however, that upon a termination without cause or for good reason as defined in Mr. Oyler's employment agreement, the RSUs shall become vested as if he had remained employed for an additional 20 months; provided further that the RSUs shall become fully vested for underlying shares upon a change in control of the Company; and
the number of shares under the RSUs will be calculated by dividing the grant value by the closing price of the ADSs on NASDAQ on the grant date as divided by 13.

If the independent shareholders' approval is not obtained at the Annual Meeting, the Proposed RSU Grant to Mr. Oyler shall be replaced by a share option grant with the same grant date fair value.

Why We Need Shareholder Approval

We are seeking shareholder approval in order to comply with Chapter 14A of the HK Listing Rules. Mr. Oyler as a director is a connected person of the Company under Chapter 14A of the HK Listing Rules. As a result, the Proposed RSU Grant to Mr. Oyler and transactions contemplated therein constitute non- exempt connected transactions of the Company under Chapter 14A of the HK Listing Rules and are subject to reporting, announcement and the independent shareholders' approval requirements.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 12 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding Mr. Oyler and his associates, who are required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 12 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR approval of the Proposed RSU Grant to

Mr. Oyler and transactions contemplated therein.

PROPOSAL 13

APPROVAL OF THE RSU GRANTS TO DR. WANG

The Company proposes an ordinary resolution at the Annual Meeting to approve the grant of RSUs with a grant date fair value of US$1,000,000 to Dr. Xiaodong Wang under the 2016 Plan. The grant date will be date of the Annual Meeting. The Proposed RSU Grant to Dr. Wang will be made under the following terms:

each of the RSU is granted for nil consideration;
each of the RSU granted represents the right to receive one ordinary share on the date it vests;
25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service; and
the number of shares under the RSUs will be calculated by dividing the grant value by the closing price of the ADSs on NASDAQ on the grant date as divided by 13.

If the independent shareholders' approval is not obtained at the Annual Meeting, the Proposed RSU Grant to Dr. Wang shall be replaced by a share option grant with the same grant date fair value.

Why We Need Shareholder Approval

We are seeking shareholder approval in order to comply with Chapter 14A of the HK Listing Rules. Dr. Wang as a director is a connected person of the Company under Chapter 14A of the HK Listing Rules. As a result, the Proposed RSU Grant to Dr. Wang and transactions contemplated therein constitute non- exempt connected transactions of the Company under Chapter 14A of the HK Listing Rules and are subject to reporting, announcement and the independent shareholders' approval requirements.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 13 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding Dr. Wang and his associates, who are required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 13 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR approval of the Proposed RSU Grant to

Dr. Wang and transactions contemplated therein.

PROPOSAL 14

APPROVAL OF THE RSU GRANTS TO NON-EXECUTIVE AND INDEPENDENT NON-

EXECUTIVE DIRECTORS

The Company proposes an ordinary resolution at the Annual Meeting to approve the grant of RSUs with a grant date fair value of US$200,000 to each of the non-executive and independent non-executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller,

Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Corazon (Corsee) D. Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi under the 2016 Plan. The grant date will be date of the Annual Meeting. The Proposed RSU Grants to these non-executive and independent non-executive directors will be made under the following terms:

each of the RSUs is granted for nil consideration;
each of the RSUs granted represents the right to receive one ordinary share on the date it vests;
100% of the ordinary shares shall vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting of shareholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. Unvested RSUs shall accelerate in full upon (i) death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director's service continues and the awards are not assumed by the acquiror at the time of the change of control. Subject to specific terms and conditions designed for compliance with applicable tax and other regulations, a director generally may elect to defer settlement of their RSUs until six months following the date that the director ceases to serve as a director;
notwithstanding the above, the number of RSUs to be vested on the vesting date shall not cause the total number of shares held legally or beneficially by each of the independent non-executive directors, together with the total number of shares which may be issued to each of them or their nominee upon the exercise of any outstanding share options, convertible securities and other rights (whether contractual or otherwise) to call for the issue of shares, to exceed 1% of the total number of issued shares as of the vesting date after their vesting and issuance (the "1% threshold");
if the number of RSUs to be vested on the vesting date would cause the total number of shares held legally or beneficially by each of the independent non-executive directors, together with the total number of shares which may be issued to each of them or their nominee upon the exercise of any outstanding share options, convertible securities and other rights (whether contractual or otherwise) to call for the issue of shares, to exceed the 1% threshold, the final number of RSUs to be vested on the vesting date shall be the maximum number of shares that may be issued to the relevant grantee while keeping their respective shareholding below the 1% threshold; and
the number of shares under the RSUs will be calculated by dividing the grant value by the closing price of the ADSs on NASDAQ on the grant date as divided by 13.

If the independent shareholders' approval is not obtained at the Annual Meeting, each of the Proposed RSU Grants to Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi shall be replaced by a share option grant with the same grant date fair value.

Why We Need Shareholder Approval

We are seeking shareholder approval in order to comply with Chapter 14A of the HK Listing Rules. Each of Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi as a director is a connected person of the Company under Chapter 14A of the HK Listing Rules. As a result, the Proposed RSU Grants to these non-executive and independent non-executive directors and transactions contemplated therein constitute non-exempt connected transactions of the Company under Chapter 14A of the HK Listing Rules and are subject to reporting, announcement and the independent shareholders' approval requirements.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 14 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting excluding

Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi and their respective associates, who are required to refrain or abstain from voting. Broker non-votes and abstentions with respect to Proposal 14 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR approval of the Proposed RSU Grants to Mr. Hooper, Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi and transactions contemplated therein.

PROPOSAL 15

NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and Section 14A of the Exchange Act, we are conducting a shareholder advisory vote on the compensation paid to our named executive officers. This proposal, commonly known as a "say-on-pay" vote, gives our shareholders the opportunity to express their views on our named executive officers' compensation. The vote is advisory and therefore not binding on the Board of Directors, the Compensation Committee, or our Company. Nevertheless, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. Based on the non-binding advisory vote regarding the frequency of future executive compensation advisory votes conducted at the 2018 annual general meeting, we currently intend to conduct this advisory vote annually until the next vote on the non-binding advisory frequency of such non-binding advisory votes, which will occur at our 2024 annual general meeting.

As described in detail in the section of this Proxy Statement titled "Executive Compensation - Compensation Discussion and Analysis," our executive compensation program is designed to attract, motivate and retain our named executive officers, who are critical to our success. The Board of Directors believes that our executive compensation program is well-tailored to retain and motivate key executives while recognizing the need to align the program with the interests of our shareholders and our "pay-for-performance" philosophy. We believe that philosophy is working given the Company's performance in 2020, which is discussed in more detail in the "Executive Compensation - Compensation Discussion and Analysis" section. During 2020, we made significant progress on our business and operational goals, including the expansion of our commercial portfolio, increasing product revenue as well as the inclusion of our medicines on the National Reimbursement Drug List in China, among other things. Our accomplishments are reflected in our total shareholder return ("TSR"), which is at the 86th percentile compared to our compensation peer companies for the year ended December 31, 2020 and at the

90th percentile for the time period since we went public on February 3, 2016. We encourage our shareholders to read the "Executive Compensation - Compensation Discussion and Analysis" section as well as the table in the section below of this Proxy Statement titled "Executive Compensation - Summary Compensation Table" and other related compensation tables and narrative disclosures in this Proxy Statement, which describe our executive compensation philosophy, programs, and practices and the 2020 compensation of our named executive officers.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and our executive compensation philosophy, programs, and practices as described in this Proxy Statement.

Accordingly, we ask our shareholders to vote "FOR" the approval, on an advisory basis, of the compensation of our named executive officers, as described in this Proxy Statement.

Vote Required and Board of Directors' Recommendation

Advisory approval of Proposal 15 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting. Broker non- votes and abstentions with respect to Proposal 15 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote. The say-on-pay vote is advisory and therefore not binding on the Board of Directors, the Compensation Committee or our Company. However, the Board of Directors and the Compensation Committee value the opinion of our shareholders, and to the extent there is a significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider our shareholders' concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board of Directors recommends that shareholders vote FOR approval, on an advisory basis, of the

compensation of our named executive officers.

PROPOSAL 16

RESTATED ARTICLES

General

The Board of Directors has approved, declared advisable and is recommending that our shareholders approve the Sixth Amended and Restated Memorandum and Articles of Association of the Company (the "Restated Articles") to amend the Fifth Amended and Restated Memorandum and Articles of Association (the "Existing Articles") at the Annual Meeting. Details of the proposed amendments to the Existing Articles are set out below. The following discussion is qualified in its entirety by reference to the proposed Restated Articles, a copy of which is attached to this Proxy Statement as Appendix A and is incorporated herein by reference. Appendix A is marked to show the proposed changes that would be made.

Background

The Board of Directors approved a preliminary proposal for the Proposed Issue of RMB Shares. In order to comply with the Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other applicable PRC securities regulations ("SSE Rules") as described in this Proxy Statement, the Company has proposed to amend certain provisions of the Existing Articles.

The Existing Articles are available on the websites of the Company (www.beigene.com) and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

Description and Purpose of the Restated Articles

Transfer of Shares

In the proposed Restated Articles, we propose to amend the Existing Articles such that transfer of any shares through electronic transfer as recognized by the designated stock exchanges shall be deemed to satisfy the requirement of form of instrument of transfer under the Restated Articles.

Proceedings at General Meetings

In the proposed Restated Articles, we propose to amend the Existing Articles such that the Company could hold a general meeting of shareholders as a physical meeting, as a hybrid meeting or as an electronic meeting. To the extent required by the designated stock exchange rules, the Company shall facilitate shareholders of RMB Shares to attend a general meeting through an online voting platform, and such attendance by the shareholders shall be deemed to constitute presence in person at the meeting.

Exclusive Federal Forum

In the proposed Restated Articles, we propose to amend the Existing Articles such that unless the Company consents in writing to the selection of an alternative forum, the U.S. federal district courts shall be the sole and exclusive forum for resolving any complaints asserting a cause of actions under the U.S. Securities Act of 1933, as amended.

The Restated Articles also contain consequential changes to the amendments described above.

General Effects of the Restated Articles

After receipt of shareholder approval, the Restated Articles will become effective and will be filed with the Cayman Islands Registrar of Companies conditioned on and subject to the listing of the RMB Shares on the STAR Market. Prior to that, the Existing Articles shall continue to apply.

We believe that the Restated Articles provide adequate protections for shareholders. Our ADSs will continue to trade on the NASDAQ Global Select Market under the symbol "BGNE", and our ordinary shares will continue to trade on the HKEx under the stock code "06160".

Vote Required and Board of Directors' Recommendation

Approval of Proposal 16 requires the favorable vote of at least a two-thirds majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting. Broker non- votes and abstentions with respect to Proposal 16 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the adoption of the Restated Articles

conditioned on and subject to the listing of the RMB Shares on the STAR Market.

PROPOSAL 17

ADJOURNMENT PROPOSAL

General

If the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve any one or more of Proposals 1 through 16, the chairman of the meeting may move to adjourn the Annual Meeting at that time in order to enable the Board of Directors to solicit additional proxies in favor of such proposal(s).

In the Adjournment Proposal, we are asking our shareholders to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning the Annual Meeting to another time and place, if necessary, to solicit additional proxies in the event there are not sufficient votes to approve any one or more of Proposals 1 through 16. If our shareholders approve this proposal, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our shareholders that have previously voted. Among other things, approval of the Adjournment Proposal could mean that, even if we receive proxies representing a sufficient number of votes to defeat any of Proposals 1 through 16, we could adjourn the Annual Meeting without a vote on such proposal(s) and seek to convince our shareholders to change their votes in favor of such proposal(s).

If it is necessary to adjourn the Annual Meeting, no notice of the adjournment or the business to be transacted at the adjourned meeting is required to be given to our shareholders, so long as the meeting is adjourned for less than 14 days. At the adjourned meeting, no business shall be transacted other than the business left unfinished at the meeting from which the adjournment took place.

Vote Required and Board of Directors' Recommendation

Approval of Proposal 17 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the Annual Meeting. Broker non- votes and abstentions with respect to Proposal 17 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors recommends that shareholders vote FOR the approval of the Adjournment Proposal, if

necessary, to solicite additional proxies.

TRANSACTION OF OTHER BUSINESS

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting as of the date of this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the person(s) named in the accompanying proxy intend to vote on such matters in accordance with their best judgment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding beneficial ownership of our share capital as of April 19, 2021 by:

each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of any class of our voting securities;
each of our named executive officers;
each of our directors; and
all of our executive officers and directors as a group.

Beneficial ownership set forth below is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities, except as otherwise provided. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all securities shown as beneficially owned by them.

The table lists applicable percentage ownership based on 1,197,322,617 ordinary shares outstanding as of April 19, 2021 and also lists applicable percentage ownership. Any options to purchase ordinary shares that are exercisable and restricted share units ("RSUs") that will vest within 60 days of April 19, 2021 are deemed to be beneficially owned by the persons holding these options and RSUs for the purpose of computing percentage ownership of such persons, but are not treated as outstanding for the purpose of computing any other person's ownership percentage. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

Unless otherwise noted below, the address of each person listed on the table is: c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

	Number of
	Ordinary	Percentage of
	Shares	Ordinary Shares
	Beneficially	Beneficially
Name of Beneficial Owner	Owned	Owned
5% or Greater Shareholders
Amgen Inc.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	244,117,549	20.4%
Entities affiliated with Baker Bros. Advisors LP(2) . . . . . . . . . . . . . . . . . . .	151,695,707	12.7%
Entities affiliated with Hillhouse Capital(3) . . . . . . . . . . . . . . . . . . . . . . . .	147,035,258	12.3%
Entities affiliated with The Capital Group Companies, Inc.(4) . . . . . . . . . . .	95,293,082	8.0%
FMR LLC(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62,214,015	5.2%
Named Executive Officers and Directors
John V. Oyler(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73,423,102	6.0%
Xiaobin Wu(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,761,435	*
Howard Liang(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5,704,635	*
Jane Huang(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,710,084	*
Timothy Chen(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	460,340	*
Donald W. Glazer(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,155,247	*
Michael Goller(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	336,700	*
Anthony C. Hooper(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67,353	*
Ranjeev Krishana(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	336,700	*
Thomas Malley(15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,249,448	*
Corazon (Corsee) D. Sanders(16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27,482	*

		Number of
		Ordinary	Percentage of
		Shares	Ordinary Shares
		Beneficially	Beneficially
Name of Beneficial Owner		Owned		Owned
Jing-Shyh (Sam) Su(17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	173,277	*
Xiaodong Wang(18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19,727,138	1.6%
Qingqing Yi(19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	327,418	*
All Directors and Executive Officers as a Group (15 persons) . . . . . . . . . . . .	110,407,398	8.9%

Based solely on a Form 4 filed by Amgen on December 18, 2020. The address of Amgen's principal business is One Amgen Center Drive, Thousand Oaks, California 91320.
Based solely on a Form 4 filed by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker on January 6, 2021, consists of (i) 12,596,280 ordinary shares held by 667, L.P. and (ii) 139,099,427 ordinary shares held by Baker Brothers Life Sciences, L.P. (collectively, "Baker Funds"). Baker Bros. Advisors LP is the investment advisor to Baker Funds and has sole voting and investment power with respect to the shares held by Baker Funds. Baker Bros. Advisors (GP) LLC is the sole general partner of Baker Bros. Advisors LP. The managing members of Baker Bros. Advisors (GP) LLC are Julian C. Baker and Felix J. Baker. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of all shares except to the extent of their pecuniary interest. The address for each of these entities is 667 Madison Avenue, 21st Floor, New York, NY 10065.
Based solely on a Schedule 13D/A filed by Hillhouse Capital Management, Ltd. ("HCM") and a Schedule 13D/A filed by Hillhouse Capital Advisors, Ltd. ("HCA") on July 14, 2020, consists of
1. 133,587,655 ordinary shares held by Gaoling Fund, L.P. ("Gaoling"), and YHG Investment, L.P. ("YHG") in aggregate, and (ii) 13,447,603 ordinary shares held by Hillhouse BGN Holdings Limited ("HH"). HCM acts as the sole management company of Hillhouse Fund II, L.P. ("Fund II"). Fund II owns HH. HCM is hereby deemed to be the sole beneficial owner of, and to control the voting power of, the ordinary shares represented by ADSs held by HH. HCA acts as the sole general partner of YHG and the sole management company of Gaoling. HCA is hereby deemed to be the sole beneficial owner of, and to control the voting power of, the ordinary shares held by (and represented by ADSs held by) the YHG and Gaoling. The registered address of HCM and HCA is 20 Genesis Close, George Town, Grand Cayman, KY-1103 Cayman Islands.
Based solely on a disclosure of interest form filed with the HKEx by The Capital Group Companies, Inc. on March 12, 2021. The registered address of The Capital Group Companies, Inc. is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071, USA.
Based solely on a Schedule 13G/A filed by FMR LLC on February 8, 2021. 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. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.
Consists of (i) 6,280,245 ordinary shares held directly by Mr. Oyler; (ii) 17,736,713 shares issuable to Mr. Oyler upon exercise of share options exercisable or RSUs vesting within 60 days after April 19, 2021;
1. 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (iv) 102,188 ordinary 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;

1. 7,727,927 ordinary 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; (vi) 29,439,115 ordinary 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; (vii) 545,597 ordinary shares held by the P&O Trust, the beneficiaries of which include Mr. Oyler's minor child and others, for which Mr. Oyler disclaims beneficial ownership; and
1. 1,591,317 ordinary shares held by a private foundation of which Mr. Oyler, Victoria Pan and the other(s) serve as directors, for which Mr. Oyler disclaims beneficial ownership.
Consists of (i) 293,761 ordinary shares held directly by Dr. Wu; (ii) 52,000 ordinary shares held by
Dr. Wu's spouse and (iii) 1,415,674 shares issuable to Dr. Wu upon exercise of share options exercisable or RSUs vesting within 60 days after April 19, 2021.
Consists of (i) 1,434,745 ordinary shares held directly by Dr. Liang; and (ii) 4,269,890 ordinary shares issuable to Dr. Liang upon exercise of share options exercisable or RSUs vesting within 60 days after April 19, 2021.
Consists of (i) 167,725 ordinary shares held directly by Dr. Huang; and (ii) 1,542,359 ordinary shares issuable to Dr. Huang upon exercise of share options exercisable or RSUs vesting within 60 days after April 19, 2021.
Consists of 460,340 ordinary shares issuable to Mr. Chen upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of (i) 2,827,829 ordinary shares held directly by Mr. Glazer; and (ii) 327,418 ordinary shares issuable to Mr. Glazer upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of (i) 9,282 ordinary shares held directly by Mr. Goller; and (ii) 327,418 ordinary shares issuable to Mr. Goller upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of 67,353 ordinary shares issuable to Mr. Hooper upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of (i) 9,282 ordinary shares held directly by Mr. Krishana; and (ii) 327,418 ordinary shares issuable to Mr. Krishana upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of (i) 399,282 ordinary shares held directly by Mr. Malley and (ii) 850,166 ordinary shares issuable to Mr. Malley upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of 27,482 ordinary shares issuable to Dr. Sanders upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of 173,277 ordinary shares issuable to Mr. Su upon exercise of share options exercisable within 60 days after April 19, 2021.
Consists of (i) 5,553,565 ordinary shares held directly by Dr. Wang; (ii) 8,502,611 ordinary shares issuable to Dr. Wang upon exercise of share options exercisable or RSUs vesting within 60 days after April 19, 2021; (iii) 50 ordinary shares held by Dr. Wang's spouse; (iv) 172,372 ordinary shares held in a UTMA account for Dr. Wang's minor child, for which Dr. Wang disclaims beneficial ownership;
1. 4,253,998 ordinary shares held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which Dr. Wang's wife is a trustee, for which Dr. Wang disclaims beneficial ownership and (vi) 1,244,542 ordinary shares held by a family trust, the beneficiaries of which are Dr. Wang's family members, for which Dr. Wang disclaims beneficial ownership.
Consists of 327,418 ordinary shares issuable to Mr. Yi upon exercise of share options exercisable within 60 days after April 19, 2021.

EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each of our executive officers as of April 19, 2021:

Name	Age	Position(s)

John V. Oyler	53	Founder, Chief Executive Officer and Chairman
Xiaobin Wu, Ph.D.	59	President and Chief Operating Officer of the Company and
			General Manager of China
Howard Liang, Ph.D.*	57	Chief Financial Officer and Chief Strategy Officer
Lai Wang, Ph.D.	44	Global Head of R&D
Jane Huang	48	Chief Medical Officer, Hematology

Dr. Liang plans to retire from the Company on June 30, 2021, at which time Julia Wang, Senior Vice President, Enterprise Optimization and Deputy Chief Financial Officer of the Company, will become Chief Financial Officer, as announced in our Current Report on Form 8-K filed on March 30, 2021.

You should refer to "Proposals 1 to 4: Election of Directors" above for information about our Founder, Chief Executive Officer and Chairman, John V. Oyler. Biographical information for our other executive officers, as of April 19, 2021, is set forth below.

Xiaobin Wu, Ph.D., aged 59, joined our Company in April 2018 as our General Manager, China and President of the Company and has been appointed to an additional position of Chief Operating Officer effective April 1, 2021. He has more than 25 years of experience in the pharmaceutical industry, including

17 years leading China operations of multinational companies, with expertise in research and development, strategy, commercialization and general management. Before joining the Company in April 2018, Dr. Wu served as the Country Manager of Pfizer China from 2009 to April 2018 and Regional President of Pfizer Essential Health in the Greater China Region from 2017 to April 2018. Under his leadership, Pfizer China experienced significant growth to become a leading multinational pharmaceutical company in China. Prior to Pfizer, Dr. Wu served as President and Managing Director of Wyeth China and Hong Kong from 2004 to 2009. Before joining Wyeth, Dr. Wu served as the General Manager of Bayer Healthcare in China from 2001 to 2004. He started his career in 1992 in sales and marketing with Bayer in Germany. Dr. Wu served as a Vice Chairman of the R&D Based Pharmaceutical Association Committee (RDPAC) in China from 2008 to 2018. He also serves as Vice Chairman of the Pharmaceutical Chamber of Commerce of China's National Association of Industry & Commerce. He is also a research fellow at the Research Center of National Drug Policy and Ecosystem (NDPE) of China Pharmaceutical University in Nanjing, China. In addition to his duties in industry associations, Dr. Wu has received numerous industry awards, including most recently "Person of the Year" in Healthy China Awards 2017, "2017 Top 10 Most Influential Persons in the Chinese Healthcare Industry" and the "2017 Social Responsibility Eminent Person Award." Dr. Wu earned a Ph.D. in Biochemistry and Pharmacology and a Diploma in Biology in April 1993 and January 1990, respectively, from the University of Konstanz in Germany.

Howard Liang, Ph.D., aged 57, has served as our Chief Financial Officer and Chief Strategy Officer since July 2015. Prior to joining us, from 2005 to 2015, Dr. Liang was at Leerink Partners LLC, a leading investment bank specializing in the healthcare industry (now SVB Leerink LLC), where he served as a Managing Director and Head of Biotechnology Equity Research. Dr. Liang served as a Senior Biotechnology Analyst at two full-service investment banks: A.G. Edwards Inc., from 2004 to 2005, and JMP Securities, from 2003 to 2004. From 2000 to 2003, Dr. Liang served as an Associate Analyst at Prudential Securities, where he covered major and specialty pharmaceuticals. Before Wall Street, from 1992 to 2000, Dr. Liang was with Abbott Laboratories, where he was a Senior Scientist and a member of one of the pharmaceutical industry's leading structure-based discovery teams. During his career as a scientist, Dr. Liang authored a review and 13 papers including six in Nature, Science, and Proceedings of the National Academy of Sciences. Dr. Liang serves as a member of the HKEx Biotech Advisory Panel. Dr. Liang received his B.S. in Chemistry from Peking University in July 1985, and both his MBA and Ph.D. in Biochemistry and Molecular Biology from the University of Chicago in June 2001 and March 1992 respectively.

Lai Wang, Ph.D., aged 43, has served as our Global Head of R&D since April 2021. Dr. Wang joined our Company in May 2011 with increasing responsibilities over the years and most recently as Senior Vice President, Head of Global Research, Clinical Operation & Biometrics and APAC Clinical Development. Dr. Wang has over 20 years of experience in the oncology field and over 10 years of experience in the pharmaceutical industry in both research and development. Prior to joining us, Dr. Wang was the director of research at Joyant Pharmaceuticals, a biotech company based in Dallas, Texas. Dr. Wang received his B.S. from Fudan University in 1996 and Ph.D. from University of Texas Health Science Center at San Antonio in 2001.

Jane Huang, M.D., aged 48, joined our Company in September 2016 as our Chief Medical Officer, Hematology. Prior to joining us, Dr. Huang served as the Vice President, Clinical Development at Acerta Pharma from April 2015 to September 2016, where she oversaw global clinical development of the BTK inhibitor, acalabrutinib. Previously, she worked at Genentech, Inc. from 2005 to March 2015, serving most recently as Group Medical Director, where she played a leading role in drug development programs for several molecules at all stages of development, including venetoclax and obinutuzumab. She is also an Adjunct Clinical Assistant Professor in Oncology at Stanford University, specializing in thoracic oncology.

Dr. Huang received her Bachelor of Science degree in Biological Sciences from Stanford University in 1994 and her M.D. from University of Washington School of Medicine in 1998. She is board certified in hematology, oncology, and internal medicine, and she completed her residency in internal medicine and fellowships in hematology and oncology at Stanford University.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Other than compensation arrangements, we describe below any transactions and series of similar transactions, since January 1, 2020 to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed US$120,000; and
any of our directors, executive officers or holders of more than 5% of our share capital, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

We have a related party transactions policy that requires transactions between us and any director, executive officer, holder of 5% or more of any class of our capital shares or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than US$120,000, be approved in advance by our Audit Committee. Any request for such a transaction must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, the extent of the related party's interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties. Compensation arrangements for our directors and named executive officers are described in the sections of this Proxy Statement titled "Director Compensation" and "Executive Compensation."

Amgen Collaboration

Collaboration Agreement

On October 31, 2019, our wholly-owned subsidiary, BeiGene Switzerland GmbH ("BeiGene Switzerland"), entered into a Collaboration Agreement with Amgen, which became effective on January 2, 2020 (the "Collaboration Agreement"). Pursuant to the terms of the Collaboration Agreement, we are responsible for commercializing Amgen's oncology products XGEVA® (denosumab), BLINCYTO® (blinatumomab), and KYPROLIS® (carfilzomib) in China (excluding Hong Kong, Macao and Taiwan) for a period of five or seven years following each product's regulatory approval in China, as specified in the Collaboration Agreement, with the commercialization period for XGEVA® commencing following the transition of operational responsibilities for the product. In addition, as specified in the agreement, we will have the option to retain one of the three products to commercialize for as long as the product is sold in China. The parties have agreed to equally share profits and losses for the products in China during each product's commercialization period. After expiration of the commercialization period for each product, the products not retained will be transitioned back to Amgen and we will be eligible to receive tiered mid-single to low- double digit royalties on net sales in China of each product for an additional five years.

Additionally, pursuant to the terms of the Collaboration Agreement, we and Amgen have agreed to collaborate on the global development and commercialization of a portfolio of Amgen clinical- and late- preclinical-stage oncology pipeline products. Starting from the commencement of the Collaboration Agreement, we and Amgen will co-fund global development costs, with BeiGene Switzerland contributing up to US$1.25 billion worth of development services and cash over the term of the collaboration. We will be eligible to receive tiered mid-single digit royalties on net sales of each product globally outside of China, other than sotorasib (AMG 510), on a product-by-product and country-by-country basis, until the latest of the expiration of the last valid patent claim, the expiration of regulatory exclusivity, or the earlier of

eight years after the first commercial sale of such product in the country of sale and 20 years from the date of first commercial sale of such product anywhere in the world.

For each pipeline product that is approved in China, we will have the right to commercialize the product for seven years, with the parties sharing profits and losses for the product in China equally. In addition, we will have the right to retain approximately one of every three approved products, up to a total

of six, other than sotorasib (AMG 510), to commercialize for as long as each such product is sold in China. After the expiration of the seven-year commercialization period, each product will be transitioned back to Amgen and we will be eligible to receive tiered mid-single to low-double digit royalties on net sales in China for an additional five years. The parties are subject to specified exclusivity requirements in China and the rest of the world.

BeiGene, Ltd. has guaranteed certain obligations of BeiGene Switzerland under the Collaboration Agreement pursuant to the terms of a separate Guarantee Agreement, and the Collaboration Agreement provides that each party may perform the activities designated to it by itself or through any of its affiliates.

The Collaboration Agreement contains customary representations, warranties and covenants by the parties. The agreement will continue in effect on a product-by-product basis unless terminated by either party pursuant to its terms. The agreement may be terminated by mutual written consent of the parties, or by either party upon the other party's uncured material breach, insolvency, failure to comply with specified compliance provisions, or subject to a specified negotiation mechanism, certain adverse economic impacts or the failure to meet commercial objectives. In addition, Amgen may terminate the agreement with respect to a pipeline product in the event that it suspends development of such pipeline product on specified terms, subject to the parties determining whether to continue development of the pipeline product in China.

Share Purchase Agreement

In connection with the Collaboration Agreement, pursuant to a Share Purchase Agreement dated October 31, 2019, as amended by Amendment No. 1 dated December 6, 2019, by and between the Company and Amgen (the "Share Purchase Agreement"), we issued 206,635,013 ordinary shares in the form of 15,895,001 ADSs on January 2, 2020, representing approximately 20.5% of our then outstanding shares to Amgen, for an aggregate purchase price of US$2.78 billion, or US$13.45 per ordinary share, or US$174.85 per ADS.

Pursuant to the Share Purchase Agreement, Amgen has agreed to (i) a lock-up on sales of its shares until the earliest of (a) the fourth anniversary of the closing (January 2, 2024), (b) the expiration or termination of the Collaboration Agreement and (c) a change of control of BeiGene, Ltd., (ii) a standstill until the later of (a) the first anniversary of the date as of which it ceases to have the right to appoint a director and (b) the date on which it holds less than 5% of our then outstanding shares, and (iii) a voting agreement to vote its shares on certain matters presented for shareholder approval until the later of (a) the fifth anniversary of the closing (January 2, 2025) and (b) the expiration of the standstill period, all under specified circumstances and as set forth in the agreement. Following the later of (i) the expiration of the lock-up period and (ii) the expiration of the standstill period, Amgen has agreed not to sell shares representing more than 5% of our then outstanding shares in any rolling 12-month period, subject to specified exceptions. In addition, Amgen will have the right to designate an independent director to serve on the Board of directors until the earlier of (a) the date on which Amgen holds less than 10% of our then outstanding shares as a result of Amgen's sale of ordinary shares or Amgen's failure to participate in future offerings and (b) the third anniversary of the date of the expiration or termination of the Amgen Collaboration Agreement. Under the terms of the Share Purchase Agreement, Amgen will also have specified registration rights upon expiration of the lock-up. Additionally, we have agreed to use reasonable best efforts to provide Amgen with an opportunity to participate in subsequent new securities offerings upon the same terms and conditions as other purchasers in the offering in an amount needed to allow Amgen to hold 20.6% of our shares, subject to applicable law and HKEx rules and other specified conditions.

On March 17, 2020, BeiGene, Ltd. and Amgen entered into an Amendment No. 2 (the "Second Amendment") to the Share Purchase Agreement in order to account for periodic dilution from the issuance of shares by us, which agreement was restated in its entirety on September 24, 2020 (the "Restated Second Amendment"). Pursuant to the Restated Second Amendment, Amgen has an option (the "Direct Purchase Option") to subscribe for additional ADSs in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of our outstanding shares. The Direct Purchase Option is exercisable on a monthly basis, but only if Amgen's interest in our outstanding shares at the monthly reference date is less than 20.4%. The Direct Purchase Option (i) is exercisable by Amgen solely as a result of dilution arising from issuance of new shares by us under our equity incentive plans from time to time, and (ii) is subject to annual approval by our independent shareholders each year during the

term of the Restated Second Amendment. The exercise period of the Direct Purchase Option commenced on December 1, 2020 and will terminate on the earliest of: (a) the date on which Amgen and its affiliates collectively own less than 20% of the outstanding share capital of the Company as a result of Amgen's sale of shares; (b) at least 60-day advance written notice from either Amgen or the Company that such party wishes to terminate the Direct Purchase Option; or (c) December 1, 2023. The Direct Purchase Option has no vesting period.

Seagen Collaboration

In November 2019, we entered into a license agreement with Seagen, Inc. ("Seagen", formerly known as "Seattle Genetics, Inc.") for an advanced pre-clinical product candidate for treating cancer. The agent utilizes a proprietary Seagen antibody-based technology. Under the terms of the agreement, Seagen retains rights to the product candidate in the Americas (United States, Canada and Latin American countries), Europe and Japan. We have been granted exclusive rights to develop and commercialize the product candidate in Asia (except Japan) and the rest of the world. Seagen will lead global development and BeiGene will fund and operationalize the portion of global clinical trials attributable to its territories. BeiGene will also be responsible for all clinical development and regulatory submissions specific to its territories. Seagen received an upfront payment of US$20 million and is eligible to receive progress-dependent milestones of up to $160 million and tiered royalties on any product sales. Seagen might be deemed to be a related party under Item 404 of Reg. S-K due to a common shareholder who has different representatives serving on each companies' respective board of directors.

Related Party Loan

In order to fund the purchase of the 5% equity interest and repayment of a shareholder loan related to a joint venture, BeiGene Biologics Co., Ltd. ("BeiGene Biologics"), in September 2020, the Company entered into a one-year term loan, renewable for up to three years, with China Minsheng Banking Corp., Ltd., Shanghai Pilot Free Trade Zone Branch to borrow US$118,320,000 through an acquisition facility, together with up to an additional US$80,000,000 through a working capital facility (collectively, the "CMBC Loan"). In addition, as a credit enhancement measure for the CMBC Loan, BeiGene Biologics entered into an up to 37-month term loan with an affiliate of Hillhouse Capital Advisors, Ltd. ("Hillhouse"), a significant shareholder of the Company, to borrow up to (i) RMB100 million through a general corporate facility, and (ii) RMB400 million through a credit enhancement facility that can only be used for repayment of the CMBC Loan if needed (collectively, the "Hillhouse Loan"). One of the Company's directors, Qingqing Yi, is affiliated with Hillhouse. The aggregate interest and fees payable under both the CMBC Loan and Hillhouse Loan is 5.75% per year. The Company has drawn down all of the US$198,320,000 available under the CMBC Loan in October 2020, and BeiGene Biologics has drawn down the

RMB100 million general corporate facility under the Hillhouse Loan as required by the terms of the CMBC Loan agreement. The remaining RMB400 million credit enhancement facility under the Hillhouse Loan will not be drawn down unless the Company and BeiGene Biologics decide to use that to repay a portion of the CMBC Loan in the future.

Consulting Agreement

Dr. Xiaodong Wang, our Founder, Chairman of our Scientific Advisory Board and director, has been providing scientific and strategic advisory services to us since our founding in 2010. On July 24, 2018, we entered into a Consulting Agreement with Dr. Wang for a term of three years (the "2018 Consulting Agreement"). On February 24, 2021, we entered into a new consulting agreement (the "2021 Consulting Agreement") with Dr. Xiaodong Wang to renew the consulting arrangement on substantially the same terms and conditions as his 2018 Consulting Agreement.

Dr. Wang's consulting services include leading our Scientific Advisory Board and providing short- and long-term strategic advice to our Company in his areas of expertise, participating in our leadership team meetings from time to time, and interacting with our key stakeholders on behalf of the Company. Through these and other contributions, Dr. Wang has helped us make significant progress on our research, development and business goals. For example, during 2020, Dr. Wang:

Provided strategic advice to our senior management team in the significant expansion of our global operations and employee base;
Attended meetings of our research team and provided strategic advice on critical projects that help advance our discovery efforts and new product pipeline, including our most recent internally developed product candidates to enter into clinical development, BGB-A425, an investigational humanized IgG1-variant monoclonal antibody against T-cell immunoglobulin and mucin-domaincontaining-3("TIM-3"); and BGB-15025, an investigational small molecule inhibitor of HPK1;
Helped us to expand our research team to over 500 scientists at our R&D centers in Beijing and Shanghai and provided strategic advice on our plans to further expand our facilities;
Provided strategic advice on key regulatory filings, including our NDAs in China, the United States and elsewhere for zanubrutinib, tislelizumab and pamiparib;
Supported our senior management team in other business development opportunities, such as our collaborations with EUSA Pharma, Leap Therapeutics, Assembly Biosciences, Inc., Bio-Thera Solutions, Ltd., and Singlomics (Beijing DanXu) Biopharmaceuticals Co., Ltd.; and
Attended various investor meetings, serving as the Company's key spokesperson on research and product pipeline.

We believe that Dr. Wang's stature in the Chinese scientific and biotechnology communities provides us with significant intangible benefits and access to key stakeholders in our industry. His scientific expertise and knowledge of oncology research and development and the Chinese market are highly valuable to our Company, and his compensation is set to be in line with his major contributions to our Company that go far beyond his responsibilities and time commitment as a non-employee director.

Under the 2018 and 2021 Consulting Agreements, Dr. Wang is entitled to an annual fixed consulting fee of US$100,000 (subject to review and adjustments by the Board of Directors from time to time) and such additional compensation, which, if any, shall be determined in our sole discretion, subject to compliance with the requirements of the applicable stock exchange listing rules. In recognition of his significant contributions to our Company, in February 2020 and February 2021, we granted him a cash bonus in the amount of US$150,000 and in June 2020, we granted him an option to purchase 560,599 ordinary shares that had a grant date fair value of US$3,999,930. As of December 31, 2020, the aggregate number of ordinary shares subject to options held by Dr. Wang was 9,594,446 shares and subject to RSUs held by Dr. Wang was 149,597 shares.

Purchases of Securities

In July 2020, certain of our 5% shareholders and their affiliates with whom our directors are affiliated purchased ordinary shares in a public offering, as listed in the following table.

					Number of		Public Offering
Purchaser(1)					Ordinary	Price per Ordinary Total Purchase
Offering Date		Shares		Shares			Price

Amgen Inc. . . . . . . . . . . . . . . . . . . . . . . . .	July 2020	29,614,832	US$14.2308	US$	421,442,751
Entities affiliated with Baker Bros. Advisors
LP(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .	July 2020	14,584,180	US$14.2308	US$	207,544,549
Entities affiliated with Hillhouse
Capital (3) . . . . . . . . . . . . . . . . . . . . . . . .	July 2020	70,270,109	US$14.2308	US$	999,999,867
Entities affiliated with Capital Group
Companies, Inc. . . . . . . . . . . . . . . . . . . .	July 2020	752,700	US$14.2308	US$	10,711,523

See "Security Ownership of Certain Beneficial Owners and Management" for more information about the shares held by the above identified shareholders.
Michael Goller and Ranjeev Krishana, members of our Board of Directors, are, respectively, a Partner

and Head of International Investments of Baker Bros. Advisors LP, affiliates of which collectively hold more than 5% of our voting securities.

Qingqing Yi, a member of our Board of Directors, is a Partner at Hillhouse Capital, affiliates of which collectively hold more than 5% of our voting securities.

Employment Agreements

For more information regarding employment agreements with our named executive officers, see "Executive Compensation - Employment Agreements with Our Named Executive Officers."

Indemnification Agreements

Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. Our articles provide that each officer or director shall be indemnified out of assets of our Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person's dishonesty, willful default or fraud, in or about the conduct of our Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

In addition, we have entered into indemnification agreements to indemnify our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our articles. These agreements, among other things, indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

Registration Rights

Pursuant to an investors' rights agreement, as amended and restated, certain holders of our registrable shares are entitled to rights with respect to the registration of these shares under the Securities Act of 1933, as amended (the "Securities Act"), including demand registration rights, short-form registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered. The investors' rights agreement contains customary cross- indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them. The registration rights granted under the investors' rights agreement terminated on the fifth anniversary of the completion of our initial public offering (February 8, 2021).

On November 16, 2016, we entered into a registration rights agreement with 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (the "Baker Entities"), Hillhouse BGN Holdings Limited, Gaoling Fund, L.P. and YHG Investment, L.P. (the "Hillhouse Entities"), (each an "Investor" and collectively, the "Investors"), all of which were existing shareholders. 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 effectuate such registration. Our registration obligations under the registration rights agreement continue in effect for up to four years, and 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. On December 1, 2020, we and the Investors entered into an Amendment No.1 to the Registration Rights

Agreement, effective December 31, 2020, pursuant to which our registration obligations under the Registration Rights Agreement will continue in effect for up to another three years, until December 31, 2023.

Pursuant to the foregoing registration rights agreements, on May 11, 2020, we filed a registration

statement on Form S-3 (the "Initial Registration Statement") on behalf of certain shareholders, registering 300,197,772 ordinary shares including 224,861,338 ordinary shares in the form of 17,297,026 ADSs to be resold by the selling shareholders identified therein and in any related prospectus supplement from time to time.

Pursuant to the Share Purchase Agreement dated October 31, 2019, as amended, by and between us and Amgen, Amgen will have specified registration rights upon expiration of a lock-up period. Following demand by Amgen at any time after the expiration of the lock-up period or such earlier time as we in our sole discretion may agree in writing, we shall, subject to certain limits as specified under the Share Purchase Agreement, file with the SEC a Registration Statement on Form S-3 (except if we are not then eligible to register for resale the registrable shares on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of the registrable shares of Amgen. In addition, where we propose to register any of our ordinary shares or ADSs under the Securities Act for sale to the public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement in a form not available for registering registrable shares for sale to the public), we have agreed to give notice to Amgen of our intention to do so and, upon the request of Amgen, use our reasonable best efforts to cause all the registrable shares of Amgen to be registered under the Securities Act in connection therewith, under specified circumstances and as set forth in the Share Purchase Agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has at any time during 2020 been an officer or employee of the Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Board of Directors or the Compensation Committee.

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BeiGene Ltd. published this content on 03 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2021 23:52:04 UTC.

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05-09	Beigene Q1 Loss Shrinks as Revenue Grows; Company's Shares Nearly 7% Up	MT
05-08	Sector Update: Health Care Stocks Lean Lower Pre-Bell Wednesday	MT

Beigene Q1 Loss Shrinks as Revenue Grows; Company's Shares Nearly 7% Up	05-09	MT
Sector Update: Health Care Stocks Lean Lower Pre-Bell Wednesday	05-08	MT
BeiGene's Q1 Loss Narrows as Revenue Rises	05-08	MT
Earnings Flash (BGNE) BEIGENE Reports Q1 Revenue $752M	05-08	MT
BeiGene, Ltd. Reports Earnings Results for the First Quarter Ended March 31, 2024	05-08	CI
BeiGene, Ltd. Anticipates Opening of Biologics Manufacturing Facility and Clinical R&D Center at the Princeton West Innovation Campus in Hopewell, New Jersey, in July 2024	05-08	CI
Amgen Posts Higher 1Q Revenue, Swings to Loss	05-02	DJ
Sector Update: Health Care Stocks Rise in Afternoon Trading	04-23	MT
BeiGene Says Tislelizumab Gets European Commission's Approval to Treat Non-Small Cell Lung Cancer; Shares Rise	04-23	MT
BeiGene Shares Rise 7% After European Approval of Tislelizumab Cancer Treatment	04-23	DJ
Technology Stocks Lead Asian Equities Traded in the US as American Depositary Receipts Higher in Tuesday Trading	04-23	MT
BeiGene Says Tislelizumab Gets European Commission's Approval to Treat Non-Small Cell Lung Cancer	04-23	MT
BeiGene, Ltd. Receives European Commission Approval for Tislelizumab as Treatment for Non-Small Cell Lung Cancer	04-23	CI
BeiGene to Award Shares Worth $15 Million to 11 Directors	04-17	MT
Western Drugmakers Seeking Alternative Suppliers as US Looks to Restrict Chinese Biotech	04-11	MT
Western Drugmakers Seeking Alternative Suppliers as US Looks to Restrict Chinese Biotech	04-11	MT
BeiGene Opens New Factory in Guangzhou for Antibody-Drug Conjugates	04-10	MT
Beigene Shrinks Loss by 56% in 2023	03-29	MT
Bernstein Adjusts BeiGene's Price Target to $161 From $196, Maintains Market Perform Rating	03-27	MT
Tech Stocks Lead Asian Equities Traded in the US as American Depositary Receipts Slightly Lower in Friday Trading	03-22	MT
BeiGene, Ltd. Announces Executive Changes	03-20	CI
Beigene's Esophageal Cancer Drug Gets US FDA Nod	03-15	MT
Beigene Insider Sold Shares Worth $8,368,017, According to a Recent SEC Filing	03-14	MT
BeiGene Says FDA Approves Tevimbra to Treat Some Esophageal Cancer Patients	03-14	DJ
BeiGene Gets FDA Approval for Esophageal Cancer Treatment	03-14	MT

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