Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Table of Contents

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 Thethe 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 2019 EXTRAORDINARY2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

        Notice is hereby given that the 2019 Extraordinary2020 Annual General Meeting of Shareholders (the "EGM""Annual Meeting") of BeiGene, Ltd. (the "Company") will be held on December 27, 2019,June 17, 2020, at 8:3000 a.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:

        1.     ordinary resolution: to approve the issuance of 203,282,820 ordinary shares of the Company, or approximately 20.5% of the Company's outstanding shares upon closing, at a price per share equal to US$13.45, to Amgen Inc. ("Amgen"), pursuant to the terms of the Share Purchase Agreement (the "Share Purchase Agreement") dated October 31, 2019 by and between the Company and Amgen;

        2.     ordinary resolution: to approve the Collaboration Agreement (the "Collaboration Agreement") dated October 31, 2019 by and among the Company, BeiGene Switzerland GmbH and Amgen and the transactions contemplated thereunder;

        3.     ordinary resolution: to approve the annual caps in relation to the Collaboration Agreement;

        4.     ordinary resolution: to elect Anthony C. Hooperre-elect John V. Oyler to serve as a Class IIII director until the 20222023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal,removal;

        2.     ordinary resolution: to re-elect Timothy Chen to serve as a Class I director until the 2023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

        3.     ordinary resolution: to re-elect Jing-Shyh (Sam) Su to serve as a Class I director until the 2023 annual general meeting of shareholders and effective uponuntil his successor is duly elected and qualified, subject to his earlier resignation or removal;

        4.     ordinary resolution: to approve and ratify the closingselection 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, 2020;

        5.     ordinary resolution: within the parameters of Rule 13.36 of the transactions contemplatedHK 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 at 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;

        6.     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;

        7.     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

Table of Contents

approval of the shareholders who are not Amgen, subject to the conditions described in this Proxy Statement;

        8.     ordinary resolution: to approve Amendment No. 1 to the Second Amended and Restated 2016 Share Option and Incentive Plan to increase the number of authorized shares available for issuance by 57,200,000 ordinary shares and to extend the Share Purchase Agreement andterm of the Collaboration Agreement;plan through April 13, 2030;

        9.     ordinary resolution: to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement; and

        5.10.   to transact such other business as may properly come before the EGM orAnnual Meeting and any adjournment or postponement, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the resolutions listed above.postponement.

        We do not expectThe proposals for the election of directors relate solely to transact any other business at the EGM. Ourelection of Class I directors nominated by the Board of Directors.

        The Board of Directors has fixed 5:00 p.m. Hong Kong Time / 4:00 a.m. Cayman Islands Timetime on November 27, 2019April 16, 2020 as the record date. Holders of record of our ordinary shares as of 5:00 p.m. Hong Kong TimeCayman Islands time on the record date are entitled to attend and vote at the meeting orAnnual Meeting and any adjournment or postponement of that meeting.postponement. Holders of record of our American Depositary Shares ("ADSs"),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 EGM.Annual Meeting. After careful consideration, ourthe Board of Directors has approved the proposals and recommends that you vote FOR theeach director nominee and FOR each other proposal described in this Proxy Statement.

        On October 31, 2019, shareholders holding approximately 40% of our ordinary shares entitled to vote at the EGM entered into support agreements with Amgen, pursuant to which and subject to the

Table of Contents

terms therein, they have agreed to vote all their ordinary shares in favor of the resolutions set forth above.

        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.

        This Proxy Statement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of BeiGene, Ltd.

As at 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 director,directors, and Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi as independent non-executive directors.

Table of Contents

        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 p.m., Hong Kong Time, on December 24, 2019June 14, 2020 or your voting instructions to Citibank, N.A. (for holders of our ADSs) no later than 10:00 a.m., New York Time, on December 19, 2019June 9, 2020 if you wish to exercise your voting rights.

Table of Contents

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE EXTRAORDINARY GENERALSHAREHOLDER MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 27, 2019JUNE 17, 2020

        The accompanying Proxy Statement and annual report to shareholders for the year ended December 31, 2019 will also be available to the public atwww.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 EGM2020 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

November 29, 2019April 28, 2020

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.

Table of Contents

BEIGENE, LTD.

PROXY STATEMENT FOR

2019 EXTRAORDINARY2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

i

Table of Contents

BEIGENE, LTD.

PROXY STATEMENT
FOR 2019 EXTRAORDINARYTHE 2020 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 2019 Extraordinary2020 Annual General Meeting of Shareholders (the "EGM""Annual Meeting") to be held on December 27, 2019June 17, 2020 at 8:3000 a.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 EGM.Annual General Meeting. This Proxy Statement is being mailed to shareholders on or about December 3, 2019.May 1, 2020.

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.

        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 p.m., Hong Kong Time, on December 24, 2019.June 14, 2020. Each proxy properly tendered will, unless otherwise directed by the shareholder, be voted:

        1.     FOR the approvalre-election of the issuance of 203,282,820 ordinary shares of the Company, or approximately 20.5% of the Company's outstanding shares upon closing, at a price per share equal to US$13.45, to Amgen, pursuant to the terms of the Share Purchase Agreement (the "Share Purchase Agreement") dated October 31, 2019 by and between the Company and Amgen;

        2.     FOR the approval of the Collaboration Agreement (the "Collaboration Agreement") dated October 31, 2019 by and among the Company, BeiGene Switzerland GmbH and Amgen and the transactions contemplated thereunder;

        3.     FOR the approval of the annual caps in relation to the Collaboration Agreement;

        4.     FOR the election of Anthony C. HooperJohn V. Oyler to serve as a Class IIII director until the 20222023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal,removal;

        2.     FOR the re-election of Timothy Chen to serve as a Class I director until the 2023 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

        3.     FOR the re-election of Jing-Shyh (Sam) Su to serve as a Class I director until the 2023 annual general meeting of shareholders and effective uponuntil his successor is duly elected and qualified, subject to his earlier resignation or removal;

        4.     FOR the closingapproval and ratification of the transactions contemplatedselection 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, 2020;

Table of Contents

        5.     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 at 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;

        6.     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;

        7.     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;

        8.     FOR the approval of Amendment No. 1 to the Second Amended and Restated 2016 Share Option and Incentive Plan to increase the number of authorized shares available for issuance by 57,200,000 ordinary shares and to extend the Share Purchase Agreement andterm of the Collaboration Agreement;plan through April 13, 2030;

        9.     FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement; and

        5.10.   At the discretion of the proxy holder(s) with regard to all other matters that may properly come before the EGM.Annual Meeting.

        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.

Table of Contents

        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.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 p.m. Hong Kong Time / 4:00 a.m. Cayman Islands Timetime on November 27, 2019April 16, 2020 (the "record date") are entitled to notice of, and to attend and to vote at, the EGM.Annual Meeting. As of 5:00 p.m. Hong Kong TimeCayman Islands time on the record date, we had outstanding 794,840,6981,007,976,816 ordinary shares, all of which are entitled to vote with respect to all matters to

Table of Contents

be acted upon at the EGM.Annual Meeting, except as otherwise provided in this Proxy Statement. On the record date, approximately 633,665,097847,155,816 of the 794,840,6981,007,976,816 outstanding ordinary shares were held in the name of Citibank, N.A. (the "Depositary") as depositary for the American Depositary Shares (the "ADSs"),ADSs, which issues Company-sponsored American Depositary Receipts ("ADRs"), 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 49 of this Proxy Statement are all ordinary resolutions. The quorum required for the EGM consists 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. Approval of each of Proposals 1 through 4 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 EGM. Broker non-votes and abstentions with respect to Proposals 1 through 4 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote. On October 31, 2019, shareholders holding approximately 40% of our ordinary shares entitled to vote at the EGM have entered into support

Table of Contents

agreements with Amgen, pursuant to which and subject to the terms therein, they have agreed to vote all their ordinary shares in favor of Proposals 1 through 4.

        Persons who hold our ordinary shares directly on the Cayman Register on the record date ("Cayman record holders") must either (1) return aan 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 EGMAnnual 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 aan 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 EGMAnnual 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.

Table of Contents

        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 EGM,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 CompanyBeiGene 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 the EGM.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 December 19, 2019.June 9, 2020.

        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 forms posted to them in accordance with the details above.

Table of Contents

        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 EGM.Annual Meeting. Any record holder of our ordinary shares may attend the EGMAnnual 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 p.m. Hong Kong Time on December 24, 2019;June 14, 2020; or



•

voting in person at the EGM.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

Table of Contents

pursuant to the instructions above until 4:00 a.m. Cayman Islands Time / 5:00 p.m. Hong Kong Time on June 14, 2020.

        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 EGMAnnual 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 EGMAnnual 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 EGMAnnual 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.articles. 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 ourthe Board of Directors is obliged to convene an extraordinary general meeting and to putsubmit 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 shareholders' annual general meetings. However, our corporate governance guidelines require us to call such meetings every year to

Table of Contents

the extent required by the listing rules of any stock exchange on which our ordinary shares or ADSs are traded.

Table of Contents

        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 20202021 annual general meeting of shareholders, shareholder proposals must be received at our principal executive offices no later than December 31, 2019,29, 2020, 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 2020,2021, 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 15, 2020.14, 2021. 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.

Director Nominations by Shareholders

        Any shareholder wishing to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should provide the following information within the timeframe set forth by our articles and SEC rules to BeiGene, Ltd., c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands, Attention: Secretary: (a) the name and address of record of the shareholder; (b) a representation that the shareholder is a record holder of our securities or, if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act; (c) the candidate's name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the past five years; (d) a description of the qualifications and background of the candidate that addresses the criteria for board membership approved by our Board of Directors; (e) a description of all arrangements or understandings between the shareholder and the candidate; (f) the consent of the candidate (i) to be named in the proxy statement for our next general meeting and (ii) to serve as a director if elected at that meeting; and (g) and any other information regarding the candidate that is required to be included in a proxy statement filed pursuant to SEC rules and the Rules Governing the Listing of Securities (the "HK Listing Rules") on The Stock Exchange of Hong Kong Limited (the "HKEx"). The Nominating and Corporate Governance Committee may seek further information from or about the shareholder making the recommendation, the candidate, or any such other beneficial owner, including information about all business and other relationships between the candidate and the shareholder and between the candidate and any such other beneficial owner.

Table of Contents

LETTER FROM THE BOARDOVERVIEW OF DIRECTORSPROPOSALS

November 29, 2019

To the Shareholders

Dear Sir/Madam,

ISSUE OF SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE COLLABORATION AGREEMENT

INTRODUCTION

        Reference is made to the announcement of BeiGene, Ltd. (the "Company") dated November 1, 2019 published by the Company via the HKEx whereby the Company announced that the Company entered into (i) the Share Purchase Agreement (the "Share Purchase Agreement") dated October 31, 2019 by and between the Company and Amgen Inc. ("Amgen") in relation to the subscription (the "Subscription") of 203,282,820 newly issued ordinary shares of the Company (the "Subscription Shares"), (ii) together with its wholly-owned subsidiary BeiGene Switzerland GmbH ("BeiGene Switzerland"), the Collaboration Agreement dated October 31, 2019 (the "Collaboration Agreement") in respect of the parties' collaboration (the "Collaboration") on the commercialization of Amgen's oncology products XGEVA® (denosumab), KYPROLIS® (carfilzomib) and BLINCYTO® (blinatumomab) (the "In-Line Products") in China and the development and commercialization of Amgen's 20 oncology pipeline products (the "Pipeline Products", together with the In-Line Products, the "Products"), and (iii) the Guarantee Agreement dated October 31, 2019 (the "Guarantee Agreement") under which the Company will guarantee all obligations of BeiGene Switzerland under the Collaboration Agreement. Pursuant to the Share Purchase Agreement, Amgen has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue to Amgen, the Subscription Shares at US$13.45 per ordinary share (the "Subscription Price"). The Subscription Shares will be issued under a specific mandate (the "Specific Mandate") to be sought from the independent shareholders at the EGM to authorize the Board of Directors to allot and issue the Subscription Shares pursuant to the Share Purchase Agreement. Under the Collaboration Agreement, the Company and Amgen will collaborate on the commercialization of the Products in China (excluding Hong Kong, Macau and Taiwan) and the clinical development of the Pipeline Products.

        The purpose of this        This Proxy Statement iscontains nine proposals requiring shareholder action:

        Proposals 1 to provide you with (i) information on3 request the Share Purchase Agreement, the Collaboration Agreement (including the monetary and formula-based annual caps pursuant to the Collaboration Agreement (the "Annual Caps")), the appointmentre-election of a non-executive director designated by Amgen pursuant to the Share Purchase Agreement (the "Director Appointment") and the Guarantee Agreement; (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser; (iv) other information as required under the HK Listing Rules; and (v) the notice of the EGM.

THE SHARE PURCHASE AGREEMENT

        On October 31, 2019, the Company, as issuer, entered into the Share Purchase Agreement with Amgen, as subscriber, in relation to the Subscription.

Subject Matter

        Pursuant to the Share Purchase Agreement, Amgen has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue to Amgen, the Subscription Shares at the Subscription Price.

Table of Contents

        Amgen has agreed to (i) a lock-up on sales of its shares from the date of closing of the Subscription pursuant to the Share Purchase Agreement until the earliest to occur of (a) the fourth anniversary of the date of closing, (b) the expiration or termination of the Collaboration Agreement and (c) a change of control of the Company (the "Lock-up Period"), provided, that, in the event that Amgen does not have a commercially reasonable opportunity to purchase additional shares in order to maintain its percentage interest in the Company and, as a result, Amgen's shares no longer qualify for equity method accounting, the lock-up on sales of Amgen's shares may be suspended and sales limitations may be exceeded, subject to specified conditions, and Amgen may sell down its shares until its ownership interest in the Company is reduced to 10% of the then outstanding share capital of the Company, (ii) a standstill (as further described below), and (iii) a voting agreement to vote its shares on certain matters presented for shareholder approval from and after the date of closing until the later of (a) the fifth anniversary of the date of closing and (b) the expiration of the standstill period (the "Standstill Period"), which is the period from and after the date of the Share Purchase Agreement until the later of (1) the first anniversary of the date as of which Amgen ceases to have the right to appoint a non-executive director to serve on the Board of Directors pursuant to the Share Purchase Agreement and (2) the date as of which Amgen holds less than 5% of the then outstanding share capital of the Company (A) in accordance with the recommendation of a majority of the Board of Directors in certain specified matters and (B) in accordance with and proportional to the votes cast by the shareholders entitled to vote other than Amgen in any matters arising from a conflict due to the Collaboration Agreement, all under specified circumstances and as set forth in the Share Purchase Agreement. Following the later of (a) the expiration of the Lock-up Period and (b) the expiration of the Standstill Period, Amgen has agreed not to sell shares representing more than 5% of the then outstanding shares of the Company in any rolling 12-month period, except (1) pursuant to a registered underwritten public offering in accordance with the U.S. Securities Act of 1933 ("Securities Act"), (2) pursuant to Rule 144 under the Securities Act in accordance with the volume restrictions applicable thereto, (3) in a private sale exempt from the registration requirements of the Securities Act, or (4) in any transaction approved by the Company.

        In addition, Amgen will have the right to designate a non-executive director to serve on the Board of Directors until the earlier of (a) the date on which Amgen holds less than 10% of the then outstanding shares of the Company 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 Collaboration Agreement.

Subscription Shares

        The Subscription Shares represent 20.5% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, assuming that there are no other changes in the issued share capital of the Company between October 31, 2019 and the allotment and issue of the Subscription Shares. The aggregate nominal value of the Subscription Shares is approximately US$20,328.

        The Subscription Shares will, when allotted and issued, rank pari passu amongst themselves in all respects, and with all other ordinary shares in issue at the time of allotment and issue of the Subscription Shares.

The Subscription Price

        The Subscription Price is US$13.45 per ordinary share (equivalent to US$174.85 per ADS).

        The Subscription Price was determined after arm's length negotiations between the Company and Amgen with reference to, among others, the prevailing market price of the ADSs, the trading performance of the ADSs and current market conditions.

Table of Contents

        The Subscription Price represents:

(a)

a 36% premium to the 30-day volume weighted average price of the Company's ADSs as of October 30, 2019, the day prior to the date of the Share Purchase Agreement;



(b)

assuming a conversion rate of US$1.00: HK$7.84, a 26% premium to the closing price of the Company's ordinary shares as quoted on the HKEx on October 31, 2019, the date of the Share Purchase Agreement;



(c)

a 26% premium to the closing price of the Company's ADSs on the NASDAQ on October 31, 2019;



(d)

assuming a conversion rate of US$1.00: HK$7.84, a discount of approximately 13% to the closing price of HK$120.8 per share as quoted on the HKEx on November 27, 2019, being the latest practicable date for ascertaining certain information in this Proxy Statement before its publication (the "Latest Practicable Date"); and



(e)

a premium of approximately 725% to the Company's net assets attributable to its shareholders on a per share basis as disclosed in the consolidated financial results of the Company and its subsidiaries for the three and nine months ended September 30, 2019.

        The directors including all the existing independent non-executive directors, are of the view that the Subscription Price is fair and reasonable and in the interests of the Company and the shareholders as a whole and recommend approval of all the resolutions herein.

        The gross proceeds from the allotment and issue of the Subscription Shares will be approximately US$2.7 billion (approximately HK$21.4 billion), approximately US$1.25 billion of which will be allocated to the Company's development obligations under the Collaboration Agreement and the remaining US$1.45 billion will be used for development, manufacturing and commercialization of the Company's internally development drug candidates, such as preparation for the global launch and commercialization of BRUKINSA™ (zanubrutinib), a BTK inhibitor that was designed to maximize target occupancy and minimize off-target binding, the global launch and potential commercialization of tislelizumab (BGB-A317), an investigational humanized monoclonal antibody against the immune checkpoint receptor programmed cell death protein 1 (PD-1), if approved, expansion of our commercialization activities with respect to ABRAXANE® (nanoparticle albumin-bound paclitaxel), REVLIMID® (lenalidomide), and VIDAZA® (azaciditine) in China, and for future capacity expansion and general corporate use, as appropriate.

Conditions Precedent to Closing of the Share Purchase Agreement

        Closing of the allotment and issue of the Subscription Shares will be conditional upon the fulfilment of customary closing conditions, including:

(a)

the effective date of the Collaboration Agreement occurring prior to closing, there being no breach by the Company of any term of or obligation under the Collaboration Agreement, and the Collaboration Agreement not being terminated in accordance with its terms;



(b)

the approval of the shareholders of the Share Purchase Agreement, the Specific Mandate, the Collaboration Agreement (including the Annual Caps), and the transactions contemplated thereunder having been obtained;



(c)

all consents necessary or appropriate for consummation of the transactions contemplated by the Share Purchase Agreement, the Collaboration Agreement, and the Guarantee Agreement (collectively, the "Transaction Agreements") having been obtained, including the approval of the Board of Directors and all applicable antitrust filings with respect to the Transaction

Table of Contents

Agreements having been made and the applicable waiting period under applicable antitrust laws having expired or been terminated;

(d)

no material adverse effect on the Company having occurred; and



(e)

the ADSs continuing to be listed on the NASDAQ.

        While condition (c) does not include the HKEx's listing approval in respect of the Subscription Shares, the Company will apply to the HKEx for the listing of, and permission to deal in, the Subscription Shares on the HKEx in accordance with the HK Listing Rules in due course. Amgen has the right to waive any of the conditions above, and the Company has the right to waive conditions (b) and (c) under the Collaboration Agreement. The Company will not waive condition (b) and does not as of the date of this document intend to waive condition (c).

        If closing of the allotment and issue of the Subscription Shares does not occur by June 30, 2020 (the "End Date"), the Share Purchase Agreement may be terminated by the Company or Amgen upon written notice to the other party; provided that such End Date may be extended to September 30, 2020 by the Company or Amgen if either (i) any applicable waiting period under applicable antitrust laws shall not have expired or been terminated or (ii) any order relates to antitrust laws shall be in effect preventing the consummation of the transactions contemplated by the Share Purchase Agreement and the Collaboration Agreement.

        In the event that the closing is delayed due to antitrust or other regulatory matters and the Company conducts a securities offering prior to the closing pursuant to the general mandate granted by the shareholders at the annual general meeting held on June 5, 2019, Amgen will be permitted to purchase additional shares to obtain a 20.5% post-closing interest in the Company at the same purchase price, and otherwise upon the same terms and conditions, as the other purchasers in any such offering.

Closing

        Closing of the allotment and issue of the Subscription Shares shall take place as soon as practicable but in no event later than at 10:00 a.m. on the first business day immediately after the date on which the last of the conditions precedent has been satisfied or waived or such other date as may be agreed between the Company and Amgen (except those conditions precedent that by their nature can only be satisfied at closing).

Standstill

        Pursuant to the Share Purchase Agreement, during the Standstill Period, Amgen or any of its affiliates, cannot directly or indirectly (unless expressly invited in writing by the Company):

(a)

subject to the Share Purchase Agreement, acquire any additional equity securities of the Company or any instrument that gives Amgen or any of its affiliates the economic equivalent of ownership of an amount of securities of the Company if, after such acquisition, Amgen would beneficially own more than 21.0% of the Company's outstanding share capital;



(b)

knowingly encourage or support a tender, exchange or other offer or proposal by a third party, provided, however, that if the Company recommends that shareholders accept an offer made, Amgen shall not be prohibited from taking any of the actions otherwise prohibited by the forgoing for so long as the Company maintains and does not withdraw such recommendation;



(c)

propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company's assets or businesses, or similar transaction involving the Company

Table of Contents

or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company;

(d)

seek to call any meeting of the shareholders of the Company, propose or nominate for election to the Board of Directors any person whose nomination has not been approved by a majorityDirectors.

        Proposal 4 requests the approval and ratification of the Boardappointment of Directors (excludingErnst & Young Hua Ming LLP and Ernst & Young as our independent registered public accounting firms for the independent director that Amgen may appoint) or cause to be voted in favor of such person for election tofiscal year ending December 31, 2020.

        Proposal 5 requests the Board of Directors any equity securities of the then outstanding share capital of the Company (including any derivatives) other than as contemplated by the Share Purchase Agreement;



(e)

solicit proxies or consents or become a participant in a solicitation in opposition to the recommendation of a majority of the Board of Directors with respect to any matter, or seek to advise or influence any third party, with respect to voting of any equity securities of the then outstanding share capital of the Company (including any derivatives);



(f)

deposit any equity securities of the then outstanding share capital of the Company (including any derivatives) in a voting trust or subject any equity securities of the then outstanding share capital of the Company to any arrangement or agreement with respect to the voting of such equity securities of the then outstanding share capital of the Company other than as contemplated by the Share Purchase Agreement; or



(g)

act in concert with any third party to take any action in clauses (a) through (f) above, or form or join a "partnership, limited partnership, syndicate, or other group" with any third party with respect to the equity securities (including any derivatives) of the Company.

        The foregoing will not limit Amgen's ability to vote its shares of the Company in connection with the foregoing and pursuant to the voting agreement described herein. Amgen is also entitled to submit to the Board of Directors or to management of the Company a confidential proposal for a transaction involving a change of control or other proposed action, provided that neither the Company nor Amgen is required to publicly disclose the fact that such proposal or request to consider such a proposal was made. In the event that the Company engages in discussions or negotiations involving a possible change of control of the Company, Amgen will be given notice thereof and the right to participate in any process on substantially the same terms as other participants.

Other Matters

        To facilitate the allocation of the Company's securities to Amgen up to a maximum amount of shares in order to allow Amgen to maintain the same shareholding percentage in the Company (based on its then-outsanding issued shares of the Company) before and after a securities offering conducted pursuant to the Company's general mandate, the Company has applied for, and the HKEx has agreed to grant, a waiver from 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 subject to the following conditions:

(a)

at the next annual general meeting ("AGM"), the Company would put forward the following two resolutions to its shareholders:



(i)

a resolution to approve a general mandate to issue shares within the parameters of Rule 13.36 of the HK Listing Rules, up to the 2021 AGM of the Company; and



(ii)

granting of a resolution authorizing the Company and its underwriters / placing agents, at their sole discretion,share issue mandate to allocate to Amgen up to a maximum amount of shares in order to allow Amgen to maintain the same shareholding percentage in the Company (based on its then-outstanding shareholding percentage) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to a general mandate for a

Table of Contents

period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the independent shareholders;

(b)

the resolutions outlined in paragraphs (a)(i) and (a)(ii) are not interdependent in that the Company's shareholders may approve the resolution outlined in paragraph (a)(i) without approving the resolution outlined in paragraph (a)(ii);



(c)

Amgen would abstain from voting on the resolutions outlined in paragraphs (a)(ii) above and paragraph (j)(ii) below;



(d)

the authorization provided in paragraphs (a)(ii) above and (j)(ii) below would only be valid to the extent Amgen holds less than 50% of the then-outstanding shares of the Company;



(e)

any securities issued to Amgen in an offering conducted pursuant to a general mandate shall be for cash consideration only and not as consideration for any acquisition;



(f)

Amgen shall not be entitled to have any representatives on the committee of the Board of Directors responsible for determining specific pricingto issue, allot or deal with unissued ordinary shares and/or ADSs not exceeding 20% of any offering;



(g)

apart from the potential authorized allocation, Amgen will subscribe for securities on the same terms and conditions as all other placees in any offering and shall not be entitled to any preferential treatment with respect to any offering conducted, and shall (among other things) be required to pay the same price for any securities offered as other participants in any offering;



(h)

the waiver (or any subsequent renewal thereof) only remains valid for so long astotal number of issued ordinary shares of the Company maintains its listing onas at the Nasdaq;



(i)

the Company shall disclose the waiver in this Proxy Statement and in the proxy statement for each subsequent AGM; and



(j)

at each subsequent AGM, the Company would put forward the following two resolutions to its shareholders;



(i)

adate of passing of such ordinary resolution to approve a general mandate to issue shares within the parameters of Rule 13.36 of the HK Listing Rules up to the next AGMannual general meeting of the Company; and



(ii)

a resolution authorizing the Company and its underwriters / placing agents, at their sole discretion, to allocate to Amgen up to a maximum amount of shares in order to allow Amgen to maintain the same shareholding percentage in the Company (based on its then-outstanding shareholding percentage) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate for an additional one year period beyond the initial five year period approved at the AGM.

        Pursuant to the Share Purchase Agreement, Amgen agreed to, from and after the date of closing until the later of (a) the fifth anniversary of the date of closing and (b) the expiration of the Standstill Period, vote its shares (A) in accordance with the recommendation of a majority of the Board of Directors, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Board of Directors, excluding the director nominated by Amgen; (ii) the approval of the Company's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Company's equity plans; (v) the approval of a general mandate within the parameters of Rule 13.36 of the HK Listing Rules; and (vi)shareholders, subject to the Company's fulfillment of the Undertaking to Amgen,conditions described in this Proxy Statement.

        Proposal 6 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

Table of Contents

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 the Existing Shareholders, subject to the conditions imposed bydescribed in this Proxy Statement.

        Proposal 7 requests the HKEx, provided that,authorization of the Company and its underwriters, in their sole discretion, to the extent permissible by the HK Listing Rules and subject to the Company's ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocationallocate to Amgen Inc. ("Amgen") up to a maximum amount of shares in order to maintain the same manner asshareholding percentage of Amgen (based on the Existing Shareholders,then-outstanding share capital of the Company) before and (B) in accordance with and proportionalafter the allocation of the corresponding securities issued pursuant to the votes cast by shareholders entitled to vote other than Amgen, in any matter that arises as a result of a conflict due to the Collaboration Agreement.

        In addition,an offering conducted pursuant to the Share Purchase Agreement, Amgen will also have specified registration rights upon expiration of the Lock-up Period. Following demand by Amgen at any time after the expiration of the Lock-up Period or such earlier time as the Company in its sole discretion may agree in writing, the Company 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 the Company is 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 the Company proposes to register any of its 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), it will give notice to Amgen of its intention to do so and, upon the request of Amgen, use its 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 asgeneral mandate set forth in the Share Purchase Agreement.

THE COLLABORATION AGREEMENT

        On October 31, 2019, the Company and BeiGene Switzerland (together, "BeiGene") entered into the Collaboration Agreement with Amgen, pursuant to which BeiGene Switzerland and Amgen have agreed to a strategic collaboration with respect to the Products.

Subject Matter

        Pursuant to the terms of the Collaboration Agreement, BeiGene will be responsible for commercializing the In-Line Products in China 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® (which was recently approved in China) commencing following the transition of operational responsibilities for the product. The new drug applications for KYPROLIS® and BLINCYTO® are expected to be submitted to the National Medical Products Administration ("NMPA") in 2020. In addition, as specified in the Collaboration Agreement, BeiGene will have the option to retain one of the In-Line 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 In-Line Products in China during each In-Line Product's commercialization period and, for the product retained by BeiGene, for so long as BeiGene commercializes such product in China. After expiration of the commercialization period for each of the In-Line Products, the In-Line Products will be transitioned back to Amgen and BeiGene will be eligible to receive tiered mid-single to low-double digit royalties on net revenues in China of each In-Line Product for an additional five years.

        Additionally, pursuant to the terms of the Collaboration Agreement, BeiGene and Amgen have agreed to collaborate on the global development of the Pipeline Products, with BeiGene responsible for conducting development activities in China pursuant to a development plan and budget. Starting from

Table of Contents

the commencement of the Collaboration Agreement, BeiGene and Amgen will co-fund global development costs, with BeiGene contributing up to US$1.25 billion worth of development services and cash over the term of the Collaboration. BeiGene and Amgen will also co-fund the costs of developing additional indications for the In-Line Products in China, with BeiGene contributing up to US$37.5 million over the term of the Collaboration from its working capital. BeiGene will be eligible to receive tiered mid-single digit royalties on net sales of each Pipeline Product globally outside of China, other than AMG 510, Amgen's investigational KRAS G12C inhibitor, on a product-by-product and country-by-country basis, until the latest of (i) the expiration of the last valid patent claim, (ii) the expiration of regulatory exclusivity, or (iii) the earlier of (x) eight years after the first commercial sale of such Pipeline Product in the country of sale or (y) 20 years from the date of first commercial sale of the Pipeline Product anywhere in the world.

        For each Pipeline Product that is approved in China, BeiGene will have the right to commercialize such Pipeline Product for seven years, with the parties sharing profits and losses for the Pipeline Products in China equally. In addition, depending on how many of the 20 Pipeline Products receive approval in China, BeiGene will have the right to retain approximately one of every three approved Pipeline Products, up to a total of six, other than AMG 510, to commercialize for as long as each such Pipeline Product is sold in China and the sharing of profits and losses will continue during that time. After the expiration of the seven-year commercialization period, each Pipeline Product will be transitioned back to Amgen and BeiGene will be eligible to receive tiered mid-single to low-double digit royalties on net sales in China for an additional five years. As Amgen has previously expended significant resources in the development of AMG 510, which is the most advanced Pipeline Product in the Collaboration, the parties agreed to exclude it from the ex-China royalties and retention arrangements described above. The Company will receive royalties on sales of AMG 510 in Chinaabove for a period of five years, after returning it to Amgen. The Company believes that its contribution to the development of the Pipeline Productswhich period will provide far-reaching benefits as discussed in the section below headed "Reasons for and Benefits of the Transactions". The parties are subject to specified exclusivity requirements in China and the rest of the world.

        Below is a summary of 14 of the Pipeline Products. The six other Pipeline Products are pre-clinical oncology assets, the particulars of which will be disclosed by the Company after they reach the clinical stage, subject to Amgen's consent.

Table of Contents

Term

        The Collaboration Agreement will continue in effect on a product-by-product basis unless terminated by either party pursuant to its terms. The Collaboration 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 Collaboration Agreement with respect to a Pipeline Product in the event it suspends development of such Pipeline Product worldwide outside of China on specified terms, subject to the parties determining whether to continue development of the Pipeline Product in China.

        Under Rule 14A.52 of the HK Listing Rules, the period of an agreement for a continuing connected transaction must be fixed. However, the term of the Collaboration Agreement is for an unspecified term as it will, unless terminated in accordance with its terms, remain in effect.

        As the Company believes that it is a market practice in the biotechnology industry for similar collaboration agreements to be entered into for a long term or for an indefinite term, due (among other things) to the substantial amount of time and capital committed by the collaboration parties and the risks involved in developing and commercializing oncology drugs, the Company has applied for, and the HKEx has agreed to grant, a waiver from strict compliance with Rule 14A.52 of the HK Listing Rules.

Historical Transaction Amounts and Basis for Not Setting Monetary Caps

        As the In-Line Products have limited commercialization history in China or have not previously been commercialized in China and the Pipeline Products are currently at clinical- and late-preclinical-stage, there are no historical amounts for the following transaction amounts under the Collaboration Agreement: (i) the costs of developing the Pipeline Products; (ii) the costs and revenues of the commercialization of the Products; and (iii) the royalties to be received by the Company. The Company believes that strict compliance with the requirements of Rule 14A.53(1) of the HK Listing Rules for setting monetary caps in relation to the costs and revenues of the commercialization of the Products

Table of Contents

and the royalties to be received by the Company as contemplated under the Collaboration Agreement is impractical and not in the best interests of shareholders for the following reasons:

(a)

it is impractical for the Company to accurately estimate the amount of profits to be made on the sales of the Products because the sales are driven by market demand that hinges, in turn, on various factors, including clinical efficacy and safety of the Products, availability of competitive products, acceptance by the medical community, patient access, drug pricing and reimbursement. These factors may vary by geography;



(b)

the In-Line Products have limited commercialization history in China or have not previously been sold in the China market so it is difficult to predict the expected profits with any precision. Similarly, as the Pipeline Products are still under development and are likely at least a few years away from commercialization, there is no reliable information (including but not limited to historical sales figures) for accurately estimating future sales volumes;



(c)

adopting fixed monetary caps will impose an arbitrary ceiling on the profits that the Company could derive from the development and commercialization of the Products. Monetary caps would also be contrary to the purpose of entering into the Collaboration Agreement, which is intended to incentivize the parties to perform their very best; and



(d)

it would be highly impracticable to set meaningful monetary caps given the long-term nature of the Collaboration Agreement.

        The Company has therefore applied for, and the HKEx has agreed to grant, a waiver from the monetary cap requirements under the HK Listing Rules.

Waiver

        The waiver from strict compliance with Rules 14A.52 and 14A.53(1) of the HK Listing Rules that require a fixed term and annual monetary caps, respectively, for continuing connected transactions is subject to the following conditions:

(a)

the Company will comply with the announcement, circular and independent shareholders' approval requirements under Chapter 14A of the HK Listing Rules if there are any material changes to the terms of the Collaboration Agreement;



(b)

the Company's independent non-executive directors from time to time will ensure that the transactions in relation to the Collaboration Agreement are undertaken in accordance with the terms of the relevant Collaboration Agreement;



(c)

the Senior Vice President, General Counsel of the Company will use his best endeavours to supervise the compliance with the terms of the Collaboration Agreements and applicable HK Listing Rules requirements to the extent not waived by the HKEx on a regular basis;



(d)

the independent non-executive directors and the auditors of the Company will review the transactions in relation to the Collaboration Agreement on an annual basis and confirm in the Company's annual reports the matters set out in Rules 14A.55 and 14A.56 of the HK Listing Rules, respectively; and



(e)

in the event of any future amendments to the HK Listing Rules imposing more stringent requirements than those as at the date of the announcement published by the Company on November 1, 2019 via the HKEx, the Company will take immediate steps to ensure compliance with such new requirements.

Table of Contents

Annual Caps on Future Transaction Amounts

Formula-based Caps

        Under the Collaboration Agreement, the transaction amounts arising from the costs and revenues of the commercialization of the Products and the royalties to be received by the Company shall be determined in accordance with the below formulae:

(a)

Caps in relation to the profits and losses of the commercialization of the Products

The Company and Amgen will share equally in the profits and losses of the commercialization of the Products in China in accordance with the following formula:

Net profit to be received/net loss to be bore by the Company = 50% × (net revenue of the relevant Product – manufacturing actual costs – commercialization and related costs)

(b)

Caps in relation to royalties



•

Global Ex-China Royalties


During the applicable Global Pipeline Royalty Term (the period beginning on the first commercial sale of a Pipeline Product in a country (other than China) and expiring on the latest of (i) the expiration of the last valid patent claim, (ii) the expiration of regulatory exclusivity, or (iii) the earlier of (x) eight years after the first commercial sale of the product in the country of sale or (y) 20 years from the date of first commercial sale of the product anywhere in the world), the Company will be eligible to receive tiered mid-single digit royalties on global net sales outside of China on a sliding scale for each Pipeline Product (other than AMG 510) in accordance with the following formula:

Royalties to be received = incremental annual global net revenue of the relevant Pipeline Product outside China × the applicable royalty rate

•

China Royalties


During the applicable five-year period beginning on the return of a Product to Amgen (the "China In-Line Royalty Term"), the Company will be eligible to receive tiered mid-single to low-double digit royalties on net sales in China on a sliding scale for each Product returned to Amgen in accordance with the following formula:

Royalties to be received = annual net revenue of the relevant returned Product in China × the applicable royalty rate

        Under the Collaboration Agreement, the Company will receive from Amgen quarterly financial information regarding the royalty calculation and the Company is entitled to specified audit right.

Monetary Caps

        Under the Collaboration Agreement, the Company's payment obligations, whether in cash or in kind, towards the development of the Pipeline Products shall be subject to an aggregate maximum of US$1.25 billion. The Company will also share in the costs of developing additional indications for the In-Line Products in China, subject to an annual maximum contribution by the Company of US$12.5 million and an aggregate maximum of US$37.5 million over the term of the Collaboration Agreement.

Pricing Policies

        The amount of BeiGene's monetary and non-monetary contributions to the development of the Pipeline Products will be determined in accordance withextension on a global development plan for the Pipeline

Table of Contents

Products and the parties' agreementrolling basis each year, conditional on the portion of clinical development to be conducted by BeiGene in China, with BeiGene committed to contributing global development costs up to US$1.25 billion in the aggregate, and BeiGene's clinical development services to be credited towards these amounts.

        The amount of BeiGene's contributions to the development of additional indications for the In-Line Products in China will be determined in accordance with a commercialization budget approved by a joint steering committee comprised of an equal number of representatives from BeiGene and Amgen, with BeiGene committed to contributing the costs of developing additional indiciations for the In-Line Products in China up to US$37.5 million in the aggregate.

Other Matters

        Under Paragraph 43 of Appendix 1 Part B to the HK Listing Rules, a full, un-redacted copy of the Collaboration Agreement is required to be made available for public inspection for a reasonable period of time (being not less than 14 days) at a place in Hong Kong. As certain commercial terms of the Collaboration Agreement are highly confidential and commercially sensitive and the Company is required to file with the SEC a copy of the Collaboration Agreement but is permitted to redact certain commercial terms thereunder, the Company has applied for, and the HKEx has agreed to grant, a waiver from strict compliance with Paragraph 43 of Appendix 1 Part B to the HK Listing Rules to permit the Company to make available for public inspection for not less than 14 days at a place in Hong Kong a copy of the Collaboration Agreement with certain commercial terms thereunder redacted and/or replaced with other appropriate references set out in this Proxy Statement.

THE GUARANTEE AGREEMENT

        On October 31, 2019, the Company entered into the Guarantee Agreement with Amgen, under which the Company unconditionally guarantees the payment and performance of any and all obligations of BeiGene Switzerland, and agrees to be jointly and severally liable with BeiGene Switzerland for the performance of any and all of its obligations, under the Collaboration Agreement.

APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

        Pursuant to the Share Purchase Agreement, Amgen has designated Anthony C. Hooper to be appointed as a non-executive director to serve on the Board of Directors. Subject to and effective upon the closing of the Transactions, if elected, Mr. Hooper will serve as a director until the 2022 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

        Mr. Anthony C. Hooper, aged 64, is currently Executive Vice President of Amgen. From 2011 to August 2018, Mr. Hooper was Executive Vice President, Global Commercial Operations of Amgen. 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. We believe Mr. Hooper's extensive experience and knowledge in the healthcare sector and broad international experience in pharmaceutical marketing and sales qualify him to serve on, and contributes to the diversity of, our Board of Directors.

        There is no service contract between the Company and Mr. Hooper. Mr. Hooper is not entitled to any director compensation as long as he is a full-time employee of Amgen or its affiliates.

Table of Contents

        Except as disclosed above, Mr. Hooper (i) does not hold any other position in the Company or any subsidiaries of the Company; (ii) has not held in the last three years any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO as at the date of this Proxy Statement.

        Except as disclosed above, there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the HK Listing Rules and there are no other matters concerning the appointment of Mr. Hooper that need to be brought to the attentionapproval of the shareholders of the Company.

EFFECT ON SHAREHOLDING STRUCTURE FOLLOWING THE SUBSCRIPTION

        Based on public filings with the HKEx, the table below shows the shareholding structure of the Company (1) as at October 31, 2019; and (2) immediately following the closing of the allotment and issue of the Subscription Shares (assuming no other changes in the issued share capital of the Company between October 31, 2019 and the allotment and issue of the Subscription Shares):

(1)

The calculation is based on the total number of 788,340,698 ordinary shares in issue as at October 31, 2019, 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.

(2)

The calculation is based on the total number of 991,623,518 ordinary shares in issue immediately following closing of the allotment and issue of the Subscription Shares.

(3)

Pursuant to the Share Purchase Agreement,who are not Amgen, conditionally agreed to subscribe for 203,282,820 ordinary shares of the Company.

(4)

Julian C. Baker and Felix J. Baker are the managing members of Baker Bros. Advisors (GP) LLC. Baker Bros. Advisors (GP) LLC is the sole general partner of Baker Bros. Advisors LP, which is the investment advisor with sole voting and investment power to 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. For the purposes of the Securities and Futures Ordinance

Table of Contents

(Chapter 571 of the Laws of Hong Kong), as amended from time to time (the "SFO"), Julian C. Baker, Felix J. Baker, Baker Bros. Advisors (GP) LLC and Baker Bros. Advisors LP are deemed to be interested in the 16,319,660 ordinary shares held by 667, L.P. and the 145,425,622 ordinary shares held by Baker Brothers Life Sciences, L.P. Each of Julian C. Baker and Felix J. Baker further holds 92,326 ordinary shares, and 43,069 ordinary shares through FBB3 LLC, a controlled corporation.

(5)

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.

Fidelity Management & Research Company is interested in 76,202,408 ordinary shares, of which 69,720,508 are physically settled listed derivatives. Its controlled corporation, FMR Co., Inc, is directly interested in 71,180,714 and indirectly interested in 12,048,805 ordinary shares. FMR Co., Inc is wholly owned by Fidelity Management & Research Company. Fidelity Management & Research Company is wholly owned by FMR LLC.

(6)

(i) 58,995,800 ordinary shares are held by Gaoling Fund, L.P.; (ii) 4,121,589 ordinary shares are held by YHG Investment, L.P.; and (iii) 13,445,978 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 58,995,800 ordinary shares held by Gaoling Fund, L.P., the 4,121,589 ordinary shares held by YHG Investment, L.P. and Hillhouse Capital Management, Ltd. is deemed to be interested in the 13,445,978 ordinary shares held by Hillhouse BGN Holdings Limited. Under the SFO, Hillhouse Fund II, L.P. is deemed to be interested in the 13,445,978 shares held by Hillhouse BGN Holdings Limited.

(7)

(i) 14,455,195 ordinary shares are held by Capital International, Inc.; (ii) 382,031 ordinary shares held by Capital International Limited; (iii) 1,980,425 ordinary shares are held by Capital International Sarl; (iv) 51,669,696 ordinary shares are held by Capital Research and Management Company; and (v) 2,024,620 ordinary shares are held by Capital Bank & Trust Company.

Capital Group International, Inc. is wholly owned by Capital Research and Management Company. Capital International, Inc., Capital International Limited and Capital International Sarl are wholly owned by Capital Group International, Inc. Capital Bank & Trust Company is wholly owned by The Capital Group Companies, Inc. For the purposes of the SFO, Capital Research and Management Company and Capital Group International, Inc. are deemed to be interested in the 16,817,651 ordinary shares held by Capital International, Inc., Capital International Limited and Capital International Sarl, and The Capital Group Companies, Inc. is deemed to be interested in the 2,024,620 ordinary shares held by Capital Bank & Trust Company.

Capital Research and Management Company is wholly owned by The Capital Group Companies Inc. For the purposes of the SFO, The Capital Group Companies Inc. is deemed to be interested in the 68,487,347 ordinary shares held by Capital Research and Management Company directly and indirectly.

(8)

Includes (i) 16,391,217 ordinary shares held by Mr. Oyler, (ii) Mr. Oyler's entitlement to receive up to 18,883,180 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 829,938 ordinary shares, subject to vesting conditions;

Table of Contents

(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, for which Mr. Oyler disclaims beneficial ownership; (vi) 7,743,227 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; (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, for which Mr. Oyler disclaims beneficial ownership; and (viii) 510,941 ordinary shares are 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.

        In the event that the Company conducts a securities offering prior to the closing pursuant to the general mandate granted by the shareholders at the annual general meeting held on June 5, 2019, and assuming Amgen purchases additional shares in such offering, the percentage interest held by Amgen in the issued share capital of the Company upon the closing will remain at 20.5%.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

        The Company has not completed any equity fund raising activities in the twelve-month period immediately before October 31, 2019.

INFORMATION ABOUT AMGEN

        Amgen is a company incorporated in the State of Delaware with limited liability and is listed on the NASDAQ (Trading Symbol: AMGN). Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics. This approach begins by using tools like advanced human genetics to unravel the complexities of disease and understand the fundamentals of human biology. Amgen focuses on areas of high unmet medical need and leverages its expertise to strive for solutions that improve health outcomes and dramatically improve people's lives. A biotechnology pioneer since 1980, Amgen has grown to be one of the world's leading independent biotechnology companies, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.

        To the best of the knowledge, information and belief of the directors having made all reasonable enquiries, as at October 31, 2019, Amgen and its ultimate beneficial owners are independent of and not connected with the Company or any of its connected persons.

INFORMATION ABOUT THE COMPANY

        The Company is a global, commercial-stage, research-based biotechnology company focused on molecularly-targeted and immuno-oncology cancer therapeutics. With a team of over 3,000 employees in China, the United States, Australia and Europe, the Company is advancing a pipeline consisting of novel oral small molecules and monoclonal antibodies for cancer. The Company is also working to create combination solutions aimed to have both a meaningful and lasting impact on cancer patients. The Company markets ABRAXANE® (nanoparticle albumin-bound paclitaxel), REVLIMID® (lenalidomide), and VIDAZA® (azacitidine) in China under a license from Celgene Corporation.*

*

ABRAXANE®, REVLIMID® and VIDAZA® are registered trademarks of Celgene Corporation.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

        China is one of the world's largest and fastest growing pharmaceutical markets and the demand for new oncology treatments in China is particularly acute. The Company is in the process of becoming a leading global innovative biotech company. As part of the Company's strategy, in addition to advancing

Table of Contents

our pipeline, the Company has also been focused on strengthening its capabilities in key areas such as clinical development and commercialization, which laid the foundation for the collaboration with Amgen on the potential China commercialization of KYPROLIS®, BLINCYTO® and XGEVA® and the development and China commercialization of the broad portfolio of pipeline assets. The Company is a leader in China for conducting oncology clinical development and has a robust and established commercial infrastructure in place. The Company believes that the Subscription and the Collaboration (collectively, the "Transactions") grant it the co-development opportunities in, and ultimately the China commercial rights to, a broad portfolio of Amgen's oncology assets. The Company can leverage its existing commercial infrastructure and clinical capability to significantly expand its commercial and clinical portfolio in China. The Company believes that the Transactions provide Amgen access to the Company's clinical trial capabilities in China to support the global development of select candidates from Amgen's early oncology portfolio and better integration of Amgen's global clinical development capabilities with China. The Transactions will further solidify the Company's leadership in oncology clinical development and commercialization in China. The Transactions will meaningfully grow Amgen's presence in China, and allow for potential China commercialization of KYPROLIS®, BLINCYTO® and XGEVA®. The Company expects that the Transactions will provide both potential short-term and long-term financial benefits to the Company.

        The consideration for the Transactions was determined by the parties to the Transaction Agreements following arm's length negotiations on normal commercial terms with reference to and having taken into account the proposed China commercialization plan of the In-Line Products and a global development plan for the Pipeline Products and the parties' assessment of the Company's ability to contribute to the global development plan through the conduct of clinical development in China.

        The directors, including all the existing independent non-executive directors, are of the view that the terms and conditions of the Subscription (including the Subscription Price) and the Collaboration (including the Annual Caps) are fair and reasonable and in the interests of the Company and the shareholders as a whole.

LISTING RULE IMPLICATIONS

        The Subscription Shares will be allotted and issued under the Specific Mandate to be approved by the shareholders at the EGM.

        An application will be made by the Company to the HKEx for the listing of, and permission to deal in, the Subscription Shares on the HKEx.

        Following the Subscription, Amgen will become 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 Collaboration Agreement constitute continuing connected transactions of the Company under Chapter 14A of the HK Listing Rules.

        As the highest applicable percentage ratio calculated with reference to Rule 14.07 of the HK Listing Rules in respect of the Collaboration is more than 5%, the transactions contemplated under the Collaboration Agreement are subject to the reporting, announcement and independent shareholder approval requirements under Chapter 14A of the HK Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

        The Company has established an Independent Board Committee, comprised of the existing independent non-executive Directors to advise the independent shareholders on the Collaboration Agreement (including the Annual Caps) and the transactions contemplated thereunder. The Company has also appointed Anglo Chinese Corporate Finance, Limited as the Independent Financial Adviser to advise the Independent Board Committee and the independent shareholders on this matter. The letters

Table of Contents

of advice from the Independent Board Committee and the Independent Financial Adviser are included in this Proxy Statement.

EGM

        A notice convening the EGM to be held on December 27, 2019 (Friday) 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 EGM for the independent shareholders to approve (i) the Specific Mandate, (ii) the Collaboration Agreement, (iii) the Annual Caps, and (iv) the Director Appointment.

        To the best of the knowledge, information and belief of the directors having made all reasonable enquiries, no shareholder has a material interest in the Share Purchase Agreement and the Collaboration Agreement, and is required to abstain from voting on the resolutions at the EGM.

        A form of proxy for use at the EGM is enclosed with this Proxy Statement. Whether or not you intend to attend and vote at the EGM 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 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 p.m. Hong Kong Time on December 24, 2019. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting.

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

        In order to qualify for the right to attend and vote at the EGM, 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 November 27, 2019.

RECOMMENDATION

        The Board of Directors is of the view that the terms of the Share Purchase Agreement (including the Director Appointment) and the Collaboration Agreement (including the Annual Caps) have been negotiated on an arm's length basis, on normal commercial terms, are fair and reasonable, and in the interests of the Company and the shareholders as a whole. Accordingly, the Board of Directors recommends the independent shareholders to vote in favor of the resolutions to be proposed at the EGM. Before deciding how to vote on the resolutions at the EGM, you are advised to read the Letter from the Independent Board Committee on page 24 of this Proxy Statement and the letter from the Independent Financial Adviser from pages 25 to 51 of this Proxy Statement which contains their advice to the Independent Board Committee and independent shareholders in relation to the Collaboration Agreement (including the Annual Caps).

Table of Contents

        None of the directors has any material interest in the Share Purchase Agreement and the Collaboration Agreement and the transactions contemplated thereunder nor is any of them required to abstain from voting on the relevant board resolutions.

Table of Contents

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

November 29, 2019

To the independent Shareholders of BeiGene, Ltd.

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE COLLABORATION AGREEMENT

        We refer to the Proxy Statement of the Company to the shareholders dated November 29, 2019, of which this letter forms part. Unless the context requires otherwise, capitalized terms used in this letter will have the same meanings as those defineddescribed in this Proxy Statement.

        We,Proposal 8 requests the Independent Board Committee, have been appointedapproval of Amendment No. 1 to advise you on the termsSecond Amended and Restated 2016 Share Option and Incentive Plan to increase the number of the Collaboration Agreement (including the Annuals Caps). Anglo Chinese Corporate Finance, Limited has been appointed as the Independent Financial Adviser to advise you and us in this regard. Details of its advice are set out from pages 25 to 51 of the Proxy Statement.

        Having considered the advice givenauthorized shares available for issuance by the Independent Financial Adviser, in particular the principal factors, reasons and recommendation as set out in its letter, we consider that (i) the transactions contemplated under the Collaboration Agreement (including the Annual Caps) are in the57,200,000 ordinary and usual course of business of the Company and are in the interests of the Company and the shareholders as a whole; and (ii) the Collaboration Agreement (including the Annual Caps) are on normal commercial terms and are fair and reasonable so far as the Company and its shareholders are concerned. Accordingly, we recommend that you vote in favor of the relevant ordinary resolutions to be proposed at the EGM to approve the Collaboration Agreement (including the Annual Caps) and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of the
Independent Board Committee

BeiGene, Ltd.

Independent non-executive Directors

Table of Contents

Independent Board Committee
and the Independent Shareholders of
BeiGene, Ltd.

November 29, 2019

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE
COLLABORATION AGREEMENT

INTRODUCTION

        We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the independent shareholders on the fairness and reasonableness of the terms of the Collaboration Agreement and the transactions contemplated thereunder, as well as whether the Collaboration Agreement is on normal commercial terms and in the ordinary course of business of the Company,shares and to make a recommendation to the independent shareholders in respect thereof. The details of the Collaboration Agreement are set out in the Letter from the Board contained in the Circular, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

        On October 31, 2019, the Company and Amgen entered into the Share Purchase Agreement in relation to the Subscription and the Collaboration Agreement in relation to the Collaboration. Following the Subscription, Amgen will become a substantial shareholder holding approximately 20.5% of the issued share capital of the Company and, therefore, a connected person of the Company under Chapter 14A of the HK Listing Rules. As a result, the transactions contemplated under the Collaboration Agreement constitute continuing connected transactions of the Company under Chapter 14A of the HK Listing Rules. As the highest applicable percentage ratio calculated with reference to Rule 14.07 of the HK Listing Rules in respect of the Collaboration is more than 5%, the transactions contemplated under the Collaboration Agreement are subject to the reporting, announcement and independent shareholder approval requirements under Chapter 14A of the HK Listing Rules.

        The Independent Board Committee, comprising all the independent non-executive directors of the Company, namely Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi, has been formed to advise the independent shareholders in relation to the Collaboration Agreement, including the Annual Caps and the transactions contemplated thereunder.

BASIS OF OUR OPINION

        In formulating our opinion and recommendation, we have relied on the information and documents supplied, and the opinions expressed, by the executive directors and management of the Company and have assumed that the information provided and opinions expressed to us are true, accurate and complete in all material aspects at the time provided or made and up to the date of the EGM.

Table of Contents

        We have sought and obtained confirmation from the Company that no material facts have been omitted from the information supplied and opinions expressed to us. We have no reason to believe any material information has been withheld. We consider that we have reviewed sufficient information to reach the conclusion set out in this letter. We have not, however, carried out any independent verification of the information provided to us by the directors, nor have we conducted any form of in-depth investigation into the business and affairs or prospects of the Company.

        Apart from normal professional fees for our services to the Company in connection with our appointment 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 associates of any of them.

PRINCIPAL FACTORS AND REASONS CONSIDERED

        In formulating our opinion and recommendation in relation to the Collaboration Agreement, we have taken into account the following principal factors and reasons:

Background information of the Company

        The Company, listed on the NASDAQ on February 4, 2016 and the HKEx on August 8, 2018, is a commercial-stage biotechnology company which focuses on developing and commercialising innovative molecularly-targeted and immuno-oncology drugs for the treatment of cancer. The Company is a leader in China for conducting oncology clinical development and has a robust and established commercial infrastructure in place. It has a highly experienced team in China, including a 700-person commercial organization and a 600-person clinical development organization. The Company operates in China, the United States, Australia and Europe with more than 3,000 employees, and has more than 1,000 employees in its global clinical development team as of September 30, 2019. In addition, the Company is advancing a pipeline consisting of novel oral small molecules and monoclonal antibodies for cancer.

        The Company currently has three principal internally developed products:

1)

zanubrutinib (BGB-3111), a potentially best-in-class investigational small molecule inhibitor of Bruton's tyrosine kinase, or BTK;



2)

tislelizumab (BGB-A317), an investigational humanised monoclonal antibody against the immune checkpoint receptor programmed cell death protein 1 (PD-1); and



3)

pamiparib (BGB-290), an investigational small molecule inhibitor of the poly ADP-ribose polymerase 1 (PARP1) and PARP2 enzymes.

        All of these drug candidates are currently in late-stage clinical trials, being phase 2 or 3 pivotal trials globally and/or in China. In addition, on November 14, 2019, the U.S. Food and Drug Administration ("FDA") granted accelerated approval for BRUKINSA™ (zanubrutinib) for the treatment of adult patients with mantle cell lymphoma who have received at least one prior therapy. This is the Company's first approval of one of its internally developed product candidates and the first FDA approval of a cancer drug based primarily on efficacy data obtained from clinical trials in China.

Licensing and collaboration arrangements of the Company

        The Company pursues in-licensing opportunities that allows it to help its collaborators by leveraging its capabilities in clinical development and commercialization in China and other Asia-Pacific countries. Currently, the Company markets ABRAXANE® (nanoparticle albumin-bound paclitaxel), REVLIMID® (lenalidomide), and VIDAZA® (azacitidine) in China under a license from Celgene Corporation. Other collaborators include Mirati Therapeutics, Inc., Zymeworks Inc., BioAtla LLC, Ambrx, Inc., and SpringWorks Therapeutics. A summary of the key terms of these collaborations are set out in the table below:

Table of Contents

Table 1—Summary of key collaboration agreements of the Company with other independent pharmaceutical companies

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Information on Amgen

Background information

        Amgen, listed on the NASDAQ (trading symbol: AMGN), has been a biotechnology pioneer since 1980 and has grown to be one of the world's leading independent biotechnology companies, and is developing a pipeline of medicines with breakaway potential. As a U.S. Fortune 500 company in 2018, Amgen has a workforce of around 21,500 employees and a global presence in more than 100 countries as at December 31, 2018. As at November 15, 2019, its market capitalisation stood at approximately US$130 billion.

Product portfolio

        Amgen focuses on human therapeutics for the treatment of serious illness in the areas of oncology/hematology, cardiovascular diseases, and inflammatory diseases and neurological diseases. Its products are marketed around the world with the United States being its largest market. Amgen's marketed products portfolio includes:

•

Enbrel® (etanercept) for arthritis treatments;



•

Neulasta® (pegfilgrastim), which helps reduce the chance of infection due to a low white blood cell count in cancer patients;



•

Aranesp® (darbepoetin alfa) and EPOGEN® (epoetin alfa) for anemia treatments;



•

Sensipar®/Mimpara® (cinacalcet) for treatment of secondary hyperparathyroidism in adult patients with chronic kidney disorder;



•

XGEVA® (denosumab), which helps to prevent skeletal-related events (pathological fracture, radiation to bone, spinal cord compression or surgery to bone) in patients with bone metastases from solid tumors and multiple myeloma;



•

Prolia® (denosumab), which contains the same active ingredient as XGEVA® (denosumab) but is approved for different indications, patient populations, doses and frequencies of administration; and



•

other marketed products, such as KYPROLIS® (carfilzomib), Nplate® (romiplostim), Vectibix® (panitumumab), Repatha® (evolocumab), NEUPOGEN® (filgrastim), Parsabiv®, BLINCYTO® (blinatumomab), Aimovig® (erenumab-aooe), IMLYGIC® (talimogene laherparepvec), Corlanor® (ivabradine), KANJINTI^TM (biosimilar trastuzumab) and AMGEVITA^TM (biosimilar adalimumab).

Market presence

        The largest concentration of Amgen's sales and marketing forces is based in the United States and Europe. Additionally, it continues to expand the commercialization and marketing of its products into other geographic territories, including parts of Latin America, the Middle East and Asia. The Collaboration is expected to significantly accelerate Amgen's plans to expand its oncology presence in China, which is described by Amgen as the world's second largest pharmaceutical market.

        Earlier this year, Amgen launched its first-ever product in China, Repatha® (evolocumab), an LDL cholesterol-lowering treatment proven to reduce the risk of heart attacks and strokes. Amgen expects to launch a number of other non-oncology medicines in China over the next several years, including Prolia® (denosumab), which reduces the risk of fracture in postmenopausal women with osteoporosis.

        According to the annual report of Amgen for the year ended December 31, 2018 as published on the website of the SEC, Amgen operates under one business segment, human therapeutics. For the

Table of Contents

year ended December 31, 2018, Amgen generated product sales of approximately US$22.5 billion with its top products, being ENBREL, Neulasta®, Prolia®, Aranesp®, XGEVA®, Sensipar®/Mimpara® and EPOGEN® accounting for 81% of its sales. Geographically, the United States accounted for approximately 77% of its total sales. Revenue of Amgen in 2018 increased by about 3% from 2017 driven primarily by sales of Prolia®, XGEVA®, Repatha® and KYPROLIS®, along with its recently launched products Aimovig® and Parsabiv®. Product sales grew by about 2% in the United States and 9% in the rest of the world in 2018 as compared to 2017.

Research and development

        Amgen has R&D centers in Thousand Oaks and San Francisco, California, United States Cambridge, Massachusetts, United States; Iceland; and the United Kingdom, as well as smaller research centers and development facilities globally. For the years ended December 31, 2018, 2017 and 2016, Amgen's research and development expenses were approximately US$3.7 billion, US$3.6 billion and US$3.8 billion, respectively.

Reasons for and benefits of the collaboration

        China is one of the world's largest and fastest growing pharmaceutical markets and the demand for new oncology treatments in China is particularly acute. The Company is in the process of becoming a leading global innovative biotech company. As part of the Company's strategy, in addition to advancing its own pipeline, the Company has also focused on strengthening capabilities in key areas such as clinical development and commercialization, which laid the foundation for the collaboration with Amgen on the potential China commercialization of KYPROLIS®, BLINCYTO® and XGEVA® and the development and commercialization of the broad portfolio of pipeline assets. The Company is a leader in China for conducting oncology clinical development and has a robust and established commercial infrastructure in place. The Company believes that the Transactions grant it the co-development opportunities in, and ultimately the China commercial rights to, a broad portfolio of Amgen's oncology assets. The Company can leverage its existing commercial infrastructure and clinical capability significantly to expand its commercial and clinical portfolio in China. The Company believes that the Transactions provide access to the Company's clinical trial capabilities in China to support the global development of select candidates from Amgen's early oncology portfolio and better integration of Amgen's global clinical development capabilities with China. The Transactions will further solidify the Company's leadership in oncology clinical development and commercialization in China. The Transactions will meaningfully grow Amgen's presence in China, and allow for potential China commercialization of KYPROLIS®, BLINCYTO® and XGEVA®. The Company expects that the Transactions will provide potential short-term and long-term financial benefits to the Company.

        The consideration for the Transactions was determined by the parties to the Transaction Agreements following arm's length negotiations on normal commercial terms with reference to, and having taken into account, the proposed China commercialization plan of the In-Line Products and a global development plan for the Pipeline Products and the parties' assessment of the Company's ability to contribute to the global development plan through the conduct of clinical development in China.

Table of Contents

Market response to the announcement of the Collaboration

        Set out below is a graph showing the market performance of the shares of the Company commencing on November 1, 2019 being the first day on which trading on the HKEx took place following the publication of the announcement of the Collaboration up to November 27, 2019.

Source: Bloomberg

        It will be seen that the shares traded at premia of between 32.3% and 51.9% to the average closing price of the shares of the Company for the five trading days up to and including October 31, 2019 and up to November 27, 2019. Such performance of the shares of the Company since November 1, 2019 is in our view closely correlated to the market's perception of the benefits that are expected to arise from the Collaboration.

Principal terms of the Collaboration Agreement

        On October 31, 2019, the Company entered into a strategic collaboration with Amgen to jointly develop and commercialize Amgen's oncology products in China.

        Set out below are the principal terms of the Collaboration Agreement:

Table of Contents

Table of Contents

COLLABORATION AGREEMENTS OF COMPARABLE PHARMACEUTICAL COMPANIES

        We have compared the key terms of collaboration arrangements in the pharmaceutical industry as shown below. We have selected collaboration arrangements on development and commercialization of pharmaceutical drugs of U.S. listed pharmaceutical companies involving non-controlling equity investments of over US$500 million based on public filings with the SEC in the past five years and information available on Bloomberg. We consider the list of comparable transactions to be exhaustive and a five-year period to be an appropriate selection criteria for comparing terms of collaborative arrangements in the prevailing market conditions.

Table 2—Partial purchase and collaboration arrangements amongst international pharmaceutical companies in the past five years

Table of Contents

Table of Contents

Table of Contents

ASSESSMENT OF THE COLLABORATION AGREEMENT

Amgen was an independent third party not connected with the Company prior to entering the Collaboration Agreement and the Share Purchase Agreement

        Prior to completion of the Share Purchase Agreement, Amgen and its ultimate beneficial owners are independent of and not connected with, the Company or any of its connected persons. It is solely as a result of completion of the Share Purchase Agreement that Amgen will become a substantial shareholder, and therefore a connected person, of the Company. Further, we understand from the Company that both the Collaboration Agreement and the Share Purchase Agreement were the subject of extensive negotiation conducted by the Company and Amgen independently and represented terms which a party could obtain on an entirely arm's length basis.

The Products comprising the In-Line Products and Pipeline Products

In-Line Products

        The three In-line Products, being XGEVA®, KYPROLIS®, and BLINCYTO®, are successfully developed oncology drugs by Amgen, all of which have obtained first regulatory approval outside of China for at least four years and have been subsequently marketed worldwide. XGEVA® and BLINCYTO® were developed by Amgen and KYPROLIS® was originally developed by Onyx Pharmaceuticals, Inc., a U.S. biopharmaceutical company which was acquired by Amgen in October, 2013 for approximately US$10.4 billion.

Table of Contents

        Set out below are the summary of the basic information of the In-Line Products:

        Set out below are the annual global sales of the In-Line Products by Amgen for the past three years:

        While In-Line Products have a solid marketing history and have achieved substantial sales in the United States and in parts of the world, they have not previously been commercialized in China. XGEVA® was recently launched in China in September, 2019, while KYPROLIS® and BLINCYTO® are both in phase 3 trials in China. The new drug applications for KYPROLIS® and BLINCYTO® are expected to be submitted to the China National Medical Products Administration in 2020. As stated above, two of the In-Line Products, namely XGEVA® and KYPROLIS® were among the key products contributing to the increase in revenue of Amgen in 2018. Given the development status of the In-Line

Table of Contents

Products and their respective sales track record in the past, these products present high potential value in the new market in China.

Pipeline Products

        The Pipeline Products consist of 20 oncology pipeline products developed by Amgen, including AMG 510, Amgen's investigational KRAS G12C inhibitor, which are currently at clinical- and late-preclinical-stage development. AMG 510 is Amgen's first KRAS G12C inhibitor that is being studied as a potential treatment for solid tumors. According to publication on the U.S. National Center for Biotechnology Information¹, KRAS mutations are the initial, driving genetic factor for the growth and development of some of the deadliest cancers, with no effective pharmacologic inhibitors for the past three decades. Amgen announced in its 2018 annual report that it has moved AMG 510 from discovery to first-in-human trials in a record of just seven months in 2018. On October 30, 2019, Amgen published a peer-reviewed paper inNature², a scientific journal, on the novel structural insights that led to the discovery of AMG 510, the preclinical evidence of AMG 510 activity, its potential ability to induce tumor-cell killing as both a monotherapy and in combination with other therapies, and its impact on the immune system that may render tumor cells particularly sensitive to immunotherapy. In 2019, early clinical data have been presented on AMG 510 demonstrating significant single-agent anti-tumor activity in non-small cell lung cancer patients. In addition to AMG 510, the Pipeline Products also include Bispecific T-cell Engagers (BiTEs), immunotherapy agents for cancers, and agents that are intended for cancers that are highly prevalent in Asia. Set out below is a summary of 14 of the Pipeline Products, including AMG 510. The six other Pipeline Products are pre-clinical oncology assets, the particulars of which will be disclosed by the Company after they reach the clinical stage, subject to Amgen's consent.

Table of Contents

Basis of Collaboration

Management of the Collaboration between the Company and Amgen and other material terms of the Collaboration Agreement

        It is intended that both parties will actively collaborate in the management team joint endeavour and in the event of a deadlock, the party with the primary responsibility for the execution of the collaborative activity will have the tie-breaking vote, except that Amgen will have sole responsibility for product manufacture and for the prosecution, maintenance and enforcement of its intellectual property. Matters to be resolved by the Company in the event of a deadlock are matters relating primarily to commercialization of Products and regulatory matters in China. Matters relating primarily to manufacture, safety, compliance, quality standards and the development of Products within China will be decided in the absence of agreement by Amgen.

        In order to manage effectively their joint collaborative effort, two committees, a Joint Steering Committee ("JSC") and the Joint Alliance Committee will be formed within 60 days of the effective date of the Collaboration Agreement, each with equal representation from the Company and Amgen. The JSC will be responsible primarily for overall product development, commercialization and distribution and the compliance and regulatory matters relating to the Collaboration. It will be chaired by two designated officers, one of which will be nominated by the Company and the other by Amgen. Below the JSC will be the Joint Alliance Committee which will have equal representation from the Company and Amgen and will be responsible for all operational matters relating to the development and commercialization of Products within China. The Collaboration Agreement specifies the frequency with which these committees will meet, the information to be produced and the process that decisions are made in the event of deadlock and the party entitled to the final decision to break a deadlock.

        The Collaboration Agreement also contains, among other provisions, detailed provisions on the provision of information, the conduct of audits, budgeting, the conduct of business, the protection of intellectual property and brand names, and arrangements to adopt if competing products are developed or licensed. Based on our discussion with the management of the Company and review of the Company's other collaboration agreements and international precedents described in table 1 and table 2 above, we are of the view that these provisions are what we would expect to see in arrangements involving major pharmaceutical businesses and serve to protect and regulate the performance of both parties. In our assessment, we have not identified any provisions which appear to be unduly onerous or disadvantageous to the Company.

Table of Contents

Equal sharing of profits and losses of In-Line Products in China during their commercialization period

        The Collaboration Agreement specifies in detail the sharing of the net profits and losses for the sale of the three In-Line Products in China on a 50/50 basis during each In-Line Product's (i) commercialization period; and (ii) for such longer period if the Company retains an In-Line Product for sale in China, and how revenue and costs between the parties are to be calculated to ensure equitable sharing of the net revenue and costs. The commercialization period for the In-Line Products shall be five or seven years.

        The sharing of profits and losses is calculated according to the formula below:

Net profit to be received/net loss to be borne by the Company = 50% × (net revenue of the relevant Product—manufacturing actual costs—commercialization and related costs)

        As shown in the table 2 above, equal sharing of profits and losses during commercialisation of developed drugs is seen in parts of the Galapagos/Gilead and Juno/Celgene transactions.

Option to retain certain In-Line Products for continuous commercialization

        At the end of the commercialization period, the Company shall have the option to select one In-Line Product to commercialize for as long as the product is sold in China. The other two In-Line Products will be transitioned back to Amgen and Amgen shall pay royalties, on a sliding scale, to the Company for a period of five years. In this regard, it is noted that the Juno/Celgene collaboration arrangement described in table 2 above also contains options available for one of the parties to the agreement to develop and commercialize the products in their respective territories. We have further discussed with the management of the Company and understand that the option to retain one In-Line Product to commercialize is not a standard industry term and is favourable and advantageous to the Company.

Company's cost ceilings for the Products

        The Company will share in the costs of developing additional indications for the In-Line Products in China which will be determined in accordance with a commercialization budget approved by a joint steering committee comprised of an equal number of representatives from BeiGene and Amgen, subject to an annual maximum contribution by the Company of US$12.5 million and an aggregate maximum of US$37.5 million overextend the term of the Collaboration Agreement.plan through April 13, 2030; and

        The Company is responsible for developing the 20 Pipeline Products in China pursuant to a development plan and budget for a period of at least 5 years, and which takes into account the agreed portion of clinical development to be conducted by the Company in China. The Company and Amgen will co-fund global development costs on a tiered-cost structure. Of this spending, the Company is committed to a maximum of US$1.25 billion worth of development services and/or cash, payable quarterly over the term of the Collaboration. Such development cost relates to the advancement of Pipeline Products from late pre-clinical or clinical stages to approval globally subject to the terms of the Collaboration Agreement.

        The Collaboration Agreement specifies in detail the joint development costs to be calculated and makes allocations for such matters such as non-cash expenditures, costs overruns and other matters to ensure that the global development costs are equitably shared. Based on the preliminary development plan and budget, the aggregate development cost to be contributed by Amgen is estimated to be multiple times the maximum development costs payable by the Company.

        We have reviewed the preliminary development plan and budget, which contains current estimates of projected revenue, development and marketing costs for each In-line Product and Pipeline Product (subject to a maximum spending by the Company of US$37.5 million for In-Line Products and

Table of Contents

US$1.25 billion for Pipeline Products, totalling US$1,287.5 million), and reflects estimated success rate for each Pipeline Product based on its development stage. The Collaboration Agreement specifies that the parties will review and discuss the estimated costs of both parties at the JSC yearly to ensure that the costs are duly calculated and equitably shared. As the three In-Line Products are successfully developed oncology drugs which have been marketed worldwide outside China, the Company's maximum shared cost on the In-Line Products is much lower than that for the Pipeline Products of US$1.25 billion.

        The Company's total research and development costs in the past five financial years (2014-2018) amounted to some US$1.13 billion, and comprised external costs of clinical and non-clinical stage programs, in-process development costs (including aborted costs of products that did not complete the three phases of clinical development), development costs on bringing self-developed drugs and other pre-clinical candidates to late clinical stages, pre-clinical research activities, chemistry, manufacturing and controls (CMC) costs to produce drug substance materials for clinical trials, FTE costs for R&D activities, as well as costs incurred over collaboration with other pharmaceutical companies. For the three main products of the Company, the Company began global clinical trials for Zanubrutinib, Tislelizumab and Pamiparib in 2014. In 2018, the Company conducted global phase 3 trials for all three products, and submitted for approval in China for Zanubrutinib and Tislelizumab. It is noted that the US$1,287.5 million cap mentioned above is broadly in line with the historical development spending of the Company.

Option to retain certain Pipeline Products for commercialization

        Depending on how many of the 20 Pipeline Products receive approval in China, the Company will have the right to retain approximately one of every three approved Pipeline Products, up to a total of six, other than AMG 510, to commercialize for as long as each such product is sold in China. For AMG 510, as Amgen has previously expended significant resources in the development of AMG 510, which is the most advanced Pipeline Product in the Collaboration, the parties agreed to exclude it from the ex-China royalties and retention arrangements. The Company will receive royalties on sales of AMG 510 in China for a period of five years after returning it to Amgen. The other Pipeline Products will be transitioned back to Amgen and Amgen shall pay royalties, on a sliding scale, as specified below, to the Company for a period of five years. We have further discussed with the management of the Company and understand that the option to retain certain Pipeline Products (other than AMG 510) to commercialize is not a standard industry term and is favourable and advantageous to the Company.

        As described above, AMG 510 is at clinical stage development and is more advanced in terms of development amongst the Pipeline Products. The reversion of AMG 510 back to Amgen after the initial seven year commercialization period (during which the Company shares half of the profits and losses from AMG 510) was a commercial term negotiated between the parties on an arm's length basis and at a time when Amgen was an independent third party. After the exclusion of AMG 510, the Company still has rights to retain up to six out of a total of 19 Pipeline Products (subject to obtaining regulatory approval in China) for onward commercialization and receive ex-China global royalties and China royalties on these Pipeline Products as further described below. Additionally, although the Company will not receive ex-China global royalties on AMG 510, the Company has the right to receive royalties on sales of AMG 510 in China for a period of five years following its reversion to Amgen. Taking into account the Company's overall rights with respect to the Pipeline Products, we are of the view that the said exclusion of AMG 510 is not unduly onerous or disadvantageous to the Company and, in fact, it is advantageous for the Company to have commercialization and royalty rights to this product candidate in China.

Table of Contents

Royalties

        After expiry of the relevant commercialization period, Products which are not retained by the Company will be transitioned back to Amgen. The Company will then be eligible to receive royalties on net revenues in China of those Products not retained for an additional five years. The royalty rates are as follows:

•

For In-Line Products not retained by the Company following the commercialization period:



•

tiered mid-single to low double digits percentages of net revenues in China on a sliding scale for five years;



•

For Pipeline Products, other than AMG 510, prior to the latest of (i) the expiration of the last valid patent claim, (ii) the expiration of regulatory exclusivity, or (iii) the earlier of (x) eight years after the first commercial sale of such Product in the country of sale or (y) 20 years from the date of first commercial sale of the Product anywhere in the world:



•

tiered mid-single digit percentages of net revenues outside of China on a sliding scale;



•

For Pipeline Products not retained by the Company following the commercialization period:



•

tiered mid-single to low double digits percentages of net revenues in China on a sliding scale for five years

        Royalty payments generally range from mid-single digits to low double digits of net sales for past collaboration arrangements of the Company and for selected international collaboration arrangements in the past five years that we have reviewed. In considering the royalty rates, we have taken into account that generally it is unusual for large pharmaceutical companies to allow and pay smaller-scaled pharmaceutical companies to commercialize and, or, jointly develop the former's products without accessing the products of the smaller pharmaceutical companies, as it is in our case. Based on the comparable transactions selected, it is noted that larger pharmaceutical companies usually co-develop and/or commercialize products of smaller pharmaceutical companies while at times, smaller-sized pharmaceutical companies with commercialization capabilities in a new market like China and are granted license to develop and commercialize drugs of the former in a new market as seen in the BeiGene/Celgene transaction (See table 1 above).

        According to a report on the analysis of royalty rates in the pharmaceutical industry by a pharmaceutical and commercial intelligence information provider³, pharmaceutical deals signed with products at the preclinical phase of development, received the lowest royalty rate, with an average rate of 8.0%. Deals reviewed at this phase of development had royalty rates ranging from a low of 1% to a high of 25%. Some of the outliers received drastically different royalty rates due to a number of factors including therapeutic category and uniqueness of product or value proposition. The report also reviewed 87 deals in the oncology sector, the average royalty rates of oncology products was above 5% and below 10%. According to a recent royalty rates and deal terms survey by an organization of national and regional associations for licensing executives⁴, royalties in the majority of deals in the pharmaceutical industry are paid on net sales (83%) followed by gross sales (14%) and units (2%). Based on the same surveys for the past nine years from 2009 to 2018, the average fixed royalty rate for the earliest stage products was approximately 5%, increasing to 13.3% post proof of concept.

        The royalty rates for the Pipeline Products apply to net revenues globally while the royalty rates for In-Line Products apply to China only. We consider the surveys and research studies described above to be relevant in our consideration of the royalty rates under the Collaboration Agreement.

        Taking into account all of the above factors, the royalty rates under the Collaboration Agreement fall into the range of the comparable transactions selected and accord with the results of surveys and research described above.

Table of Contents

Views on the Collaboration Agreement

        In our view the abovementioned material terms of the Collaboration Agreement, which includes management of the Collaboration, equal sharing of profits and losses of the Products during commercialization, the Company's development cost ceilings for the Products, and royalty payments, are provisions we would expect in an agreement of this kind for protecting the interests of the Company in implementing the Collaboration. Indeed, we consider that none of the provisions of the Collaboration Agreement are unusual.

Annual Caps

        The Annual Caps comprise formula-based and monetary annual caps pursuant to the Collaboration Agreement.

Formula-based annual caps

        Under the Collaboration Agreement, the costs of and revenues from commercialization of the Products and the royalties to be received by the Company are to be determined in accordance with the formulae below:

(a)

Caps in relation to the profits and losses of the commercialization of the Products

The Company and Amgen will share equally in the profits and losses of the commercialization of the Products in China in accordance with the following formula:

Net profit to be received/net loss to be borne by the Company = 50% × (net revenue of the relevant Product—manufacturing actual costs—commercialization and related costs)

(b)

Caps in relation to royalties



•

Global Ex-China Royalties


During the applicable Global Pipeline Royalty Term, the Company will be eligible to receive tiered mid-single digit royalties on global net sales outside of China on a sliding scale for each Pipeline Product (other than AMG 510) in accordance with the following formula:

Royalties to be received = incremental annual global net revenue of the relevant Pipeline Product outside China × the applicable royalty rate

•

China Royalties


During the applicable China In-Line Royalty Term, the Company will be eligible to receive tiered mid-single to low-double digit royalties on net sales in China on a sliding scale for each Product returned to Amgen in accordance with the following formula:

Royalties to be received = annual net revenue of the relevant returned Product in China × the applicable royalty rate

Under the Collaboration Agreement, the Company will receive from Amgen quarterly financial information regarding the royalty calculation and the Company is entitled to specified audit right.

        As stated above, the Collaboration Agreement specifies in detail how revenue and costs between the parties are to be calculated to ensure equitable sharing of the net revenue. We have discussed with the management of the Company and understand that the profit split arrangements in its collaboration with BioAtla since April 2019 (see table 1 above) are in line with the current profit sharing arrangement under the Collaboration Agreement.

Table of Contents

        Taking into account the above factors, we are of the view that the formula-based annual caps under the Collaboration Agreement are fair and reasonable.

Monetary annual caps

        The Company's aggregate funding obligations, whether in cash or in kind, towards the global development of the Pipeline Products for the term of the Collaboration is subject to an aggregate monetary cap of US$1.25 billion. The Company will also share in the costs of developing additional indications for the In-Line Products in China, subject to an annual maximum contribution by the Company of US$12.5 million and an aggregate maximum of US$37.5 million over the term of the Collaboration Agreement. As the monetary caps equal the maximum development commitment of the Company for the In-Line Products and Pipeline Products respectively under the Collaboration Agreement, we consider the monetary annual caps to be fair and reasonable.

        The Company has sought a waiver from the monetary cap requirements under Rule 14A.53(1) of the HK Listing Rules in relation to (i) the costs of and revenues from the commercialization of the Products; and (ii) the royalties to be received by the Company as provided under the Collaboration Agreement. The Company believes that it is impractical and not in the best interests of shareholders to set monetary caps for the following reasons:

a)

it is impractical for the Company to accurately estimate the amount of profits to be made on the sales of the Products because the sales are driven by market demand that hinges, in turn, on various factors, including clinical efficacy and safety of the Products, availability of competitive products, acceptance by the medical community, patient access, drug pricing and reimbursement. These factors may vary by geography;



b)

the In-Line Products have limited commercialization history in China or have not previously been sold in the China market so it is difficult to predict the expected profits with any precision. Similarly, as the Pipeline Products are still under development and are likely at least a few years away from commercialization, there is no reliable information (including historical sales figures) for accurately estimating future sales volumes;



c)

adopting fixed monetary caps will impose an arbitrary ceiling on the profits that the Company could derive from the development and commercialization of the Products. Monetary caps would also be contrary to the purpose of entering into the Collaboration Agreement, which is intended to incentivise the parties to perform their very best; and



d)

it would be highly impracticable to set meaningful monetary caps given the long-term nature of the Collaboration Agreement.

        The Company has therefore applied for, and the HKEx has agreed to grant, a waiver from the monetary cap requirements under the HK Listing Rules.

        The waiver from strict compliance with Rules 14A.52 and 14A.53(1) of the HK Listing Rules that require a fixed term and annual monetary caps, respectively, for continuing connected transactions is subject to the following conditions:

(a)

the Company will comply with the announcement, circular and independent shareholders' approval requirements under Chapter 14A of the HK Listing Rules if there are any material changes to the terms of the Collaboration Agreement;



(b)

the Company's independent non-executive directors from time to time will ensure that the transactions in relation to the Collaboration Agreement are undertaken in accordance with the terms of the relevant Collaboration Agreement;

Table of Contents

(c)

the Senior Vice President, General Counsel of the Company will use his best endeavours to supervise the compliance with the terms of the Collaboration Agreements and applicable HK Listing Rules requirements to the extent not waived by the HKEx on a regular basis;



(d)

the independent non-executive directors and the auditors of the Company will review the transactions in relation to the Collaboration Agreement on an annual basis and confirm in the Company's annual reports the matters set out in Rules 14A.55 and 14A.56 of the HK Listing Rules, respectively; and



(e)

in the event of any future amendments to the HK Listing Rules imposing more stringent requirements than those as at the date of the announcement published by the Company on November 1, 2019 via the HKEx, the Company will take immediate steps to ensure compliance with such new requirements.

        Given the limited or absence of commercialization history of the In-Line Products in China and the clinical stage of the Pipeline Products, we concur with the Company's view that it is not practical to estimate the amount of profits to be generated from the sales of the Products for the purpose of setting the requisite monetary caps under Rule 14A.53(1) of the HK Listing Rules.

Duration of the Collaboration Agreement

        The Collaboration Agreement will continue in effect on a product-by-product basis unless terminated by either party pursuant to its terms. The commercialization period of the In-Line Products is five or seven years. After expiration of the five or seven-year commercialization period, the In-Line Products, except for one that may be retained by the Company, will be transitioned back to Amgen and the Company will be eligible to receive royalties on net revenues in China of each In-Line Product for an additional five years.

        For each Pipeline Product that is approved in China, the Company will have the right to commercialize such Pipeline Product for seven years. After the expiration of the seven-year commercialization period, each of such Pipeline Product will be transitioned back to Amgen, except for up to six that may be retained by the Company (other than AMG 510), and the Company will be eligible to receive royalties on net sales in China for an additional five years.

        Under Rule 14A.52 of the HK Listing Rules, the period of an agreement for a continuing connected transaction must be fixed. However, the Collaboration Agreement will continue in effect on a product-by-product basis and the term of the Collaboration Agreement is for an unspecified term as it will, unless terminated in accordance with its terms, remain in effect. The Company has sought a waiver from strict compliance with Rule 14A.52 of the HK Listing Rules.

        In assessing the duration of the Collaboration Agreement, we have considered the following reasons and factors:

(a)

the Company believes that it is a market practice in the biotechnology industry for similar collaboration agreements to be entered into for a long term or for an indefinite term, due to, among other things, the substantial amount of time and capital committed by the collaboration parties and the known and unknown risks involved in developing and commercializing oncology drugs (including the timeframe required for such development and commercialization). Such long-term arrangements are essential to encourage biotech companies to make continued investments in drug candidates and allow them to subsequently reap the benefits of successfully developed and commercialised drugs over the course of their lifetimes;



(b)

the Company confirmed that there is no assurance and guarantee as to the timing in obtaining approval in China for two of the In-line Products, and even more so for the Pipeline Products;

Table of Contents

(c)

the transactions contemplated under the Collaboration Agreement will be conducted in the ordinary and usual course of business of the Company and Amgen; and



(d)

having reviewed the collaboration and licensing arrangements entered into between the Company and independent pharmaceutical companies for the development and commercialization of oncology products (see table 1 above), we note that the duration of these arrangement ranges from 10 years to the later of (i) patent expiration of the relevant product and (ii) 10 years after the first commercial years, and thus the term of the Collaboration Agreement falls within the range and it is not uncommon for the Company to establish a collaboration arrangement for a term of more than three years. This is also the case for the selected international collaboration arrangements in the past five years that we have reviewed.

        Taking into account the above reasons and factors, we are of the view that the indefinite term for the Collaboration Agreement is justified and it is not an uncommon business practice for agreements of this type to be of such duration.

OPINION AND RECOMMENDATION

        Based on the foregoing, we consider that (i) the terms of the Collaboration Agreement are on normal commercial terms and fair and reasonable so far as the independent shareholders are concerned; and (ii) the entering into of the Collaboration Agreement is conducted in the ordinary and usual course of business of the Company and are in the interests of the Company and its shareholders as a whole. We, therefore, advise the Independent Board Committee to recommend that the independent shareholders vote in favor of the resolution to approve the Collaboration Agreement.

Yours faithfully,
For and on behalf of
Anglo Chinese Corporate Finance, Limited

1.

Mr. Stephen Clark is a licensed person registered with the Securities and Futures Commission ("SFC") and as a responsible officer of Anglo Chinese to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and TypeProposal 9 (asset management) regulated activities under the SFO. He has over 38 years of experience in corporate finance.



2.

Ms. Stephanie Wong is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of Anglo Chinese to carry out Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance. She has over 29 years of experience in corporate finance.

        Notes:

1.

"Drugging the undruggable Ras: mission possible?" published on U.S. National Center for Biotechnology Information on November 2014.



2.

"The clinical KRAS(G12C) inhibitor AMG 510 drives anti-tumour immunity" on Nature on October 2019 ("https://www.nature.com/articles/s41586-019-1694-1").



3.

"Maximizing Royalty Rate Opportunities in Pharma Licensing: Analysis of Average Royalty Rates in Pharma by Phase and Therapy Area" in 2013 by Medtrack, a leading provider of

Table of Contents

pharmaceutical and commercial intelligence information that follows nearly 32,000 pharmaceutical, biotechnology and medical device companies, 124,000 drugs (including generics) spanning 2,100 indications, and 105,000 deals including partnerships, mergers, acquisitions, venture financings, public offerings and private placements for both private and public companies worldwide. (https://pharmaintelligence.informa.com/resources/product-content/maximizing-royalty-rate-opp ortunities-in-pharma-licensing)

4.

Global "Life Sciences" Royalty Rates & Term Deals Survey in 2018 by the Licensing Executives Society (U.S.A. and Canada), Inc. (LES) in coordination with the Licensing Executive Society International, professional societies representing over 10,000 members engaged in the transfer, use, development, manufacture and marketing of intellectual property. The survey was made to LES Life Sciences Sector members in Life Sciences Industries (that is, biotechnology, pharmaceuticals, diagnostics and drug delivery) in an attempt to benchmark important areas of deal-making for Life Sciences licensing professionals, and has been executed on a global scale. (https://cdn.ymaws.com/www.lesusacanada.org/resource/collection/005B37B7-4F59-4978-ABC9-99DAFC6F6F46/2018 Life Sciences Royalty Rate Deal Survey—Executive Summary.pdf)

Table of Contents

OVERVIEW OF PROPOSALS

        This Proxy Statement contains four proposals requiring shareholder action:

        Proposals 1 requests the approval, on an advisory basis, of the issuancecompensation of 203,282,820 ordinary shares of the Company, or approximately 20.5% of the Company's outstanding shares upon closing, at a price per share equal to US$13.45, to Amgen, pursuant to the terms of the Share Purchase Agreement.

        Proposal 2 requests the approval of the Collaboration Agreement with Amgen and the transactions contemplated thereunder.

        Proposal 3 requests the approval of the Annual Capsour named executive officers, as disclosed in relation to the Collaboration Agreement.

        Proposal 4 requests the election of one new director to the Board of Directors.this Proxy Statement.

        Each of the proposals is discussed in more detail in the pages that follow.

Results of EGMAnnual Meeting

        Results of the EGMAnnual 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 EGMAnnual 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 EGM.Annual Meeting.

Table of Contents

PROPOSALPROPOSALS 1
APPROVAL OF THE ISSUANCE OF ORDINARY SHARES TO AMGEN

        The Company proposes an ordinary resolution at the EGM to approve the issuance of 203,282,820 ordinary shares, or approximately 20.5% of the Company's outstanding shares upon closing, at a price per share equal to US$13.45, to Amgen, pursuant to the terms of the Share Purchase Agreement.

Why We Need Shareholder Approval

        We are seeking shareholder approval in order to comply with Rule 13.36 of the HK Listing Rules and to the extent applicable, NASDAQ Listing Rules 5635(b) and 5635(d). While our Board of Directors was granted a general mandate 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 at June 5, 2019 (i.e., a total of 155,786,332 ordinary shares) up to the next annual general meeting of the Company (the "General Mandate to Issue Shares"), the issue and allotment of the Subscription Shares to Amgen pursuant to the Share Purchase Agreement would exceed the General Mandate to Issue Shares.

Effect of Proposal 1 on Current Shareholders

        Please refer to the section headed Effect on Shareholding Structure Following the Subscription in the Letter from the Board of Director in this Proxy Statement for the dilutive impact of Proposal 1.

Vote Required and Board of Directors' Recommendation

        Approval of Proposal 1 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 EGM. Broker non-votes and abstentions with respect to Proposal 1 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors unanimously recommends that shareholders vote FOR the approval of issuance of ordinary shares to Amgen pursuant to the terms of the Share Purchase Agreement.

Table of Contents

PROPOSAL 2
APPROVAL OF THE COLLABORATION AGREEMENT

        On October 31, 2019, BeiGene entered into the Collaboration Agreement with Amgen, pursuant to which BeiGene and Amgen have agreed to enter into a strategic collaboration with respect to the Products.

        Pursuant to the terms of the Collaboration Agreement, BeiGene will be responsible for commercializing the In-Line Products in China for a period of five or seven years following each product's regulatory approval in China, as specified in the agreement, with the commercialization period for XGEVA® (which was recently approved in China) commencing following the transition of operational responsibilities for the product. In addition, as specified in the Collaboration Agreement, BeiGene will have the option to retain one of the In-Line Products to commercialize for as long as the product is sold in China, during which time the parties will continue to share profits and losses 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 of the In-Line Products, the In-Line Products will be transitioned back to Amgen and BeiGene will be eligible to receive tiered mid-single to low-double digit royalties on net revenues in China of each In-Line Product for an additional five years.

        Additionally, pursuant to the terms of the Collaboration Agreement, BeiGene and Amgen have agreed to collaborate on the global development of the 20 Pipeline Products, with BeiGene responsible for conducting development activities in China pursuant to a development plan and budget. Starting from the commencement of the Collaboration Agreement, BeiGene and Amgen will co-fund global development costs, with BeiGene contributing up to US$1.25 billion worth of development services and cash over the term of the Collaboration. BeiGene and Amgen will also co-fund the costs of developing additional indications for the In-Line Products in China, with BeiGene contributing up to US$37.5 million over the term of the Collaboration from its working capital. BeiGene will be eligible to receive tiered mid-single digit royalties on net sales of each Pipeline Product globally outside of China, other than AMG 510, Amgen's investigational KRAS G12C inhibitor, on a product-by-product and country-by-country basis, until the latest of (i) the expiration of the last valid patent claim, (ii) the expiration of regulatory exclusivity, or (iii) the earlier of (x) eight years after the first commercial sale of such product in the country of sale or (y) 20 years from the date of first commercial sale of the product anywhere in the world.

        For each Pipeline Product that is approved in China, BeiGene will have the right to commercialize such Pipeline Product in China for seven years, with the parties sharing profits and losses for the Pipeline Products in China equally. In addition, depending on how many of the 20 Pipeline Products receive approval in China, BeiGene will have the right to retain approximately one of every three approved Pipeline Products, up to a total of six, other than AMG 510, to commercialize for as long as each such product is sold in China, during which time the parties will continue to share profits and losses in China. After the expiration of the seven-year commercialization period, each product will be transitioned back to Amgen and BeiGene 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.

        The Collaboration Agreement will continue in effect on a product-by-product basis unless terminated by either party pursuant to its terms. The Collaboration 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 Collaboration Agreement with respect to a Pipeline Product in the event it suspends development of such Pipeline Product worldwide outside of China on specified

Table of Contents

terms, subject to the parties determining whether to continue development of the Pipeline Product in China.

        The Company proposes an ordinary resolution at the EGM to approve the Collaboration Agreement and the transactions contemplated thereunder.

Vote Required and Board of Directors' Recommendation

        Approval of Proposal 2 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 EGM. Broker non-votes and abstentions with respect to Proposal 2 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors unanimously recommends that shareholders vote FOR the approval of the Collaboration Agreement and the transactions contemplated thereunder.

Table of Contents

PROPOSAL 3
APPROVAL OF THE ANNUAL CAPS IN RELATION TO THE COLLABORATION AGREEMENT

Annual Caps

        The transactions pursuant to the Collaboration Agreement are subject to the formula-based annual caps and the monetary annual caps, as described below.

Formula-based Caps

        Under the Collaboration Agreement, the transaction amounts arising from the costs and revenues of the commercialization of the Products and the royalties to be received by the Company shall be determined in accordance with the below formulae:

(a)

Caps in relation to the profits and losses of the commercialization of the Products

The Company and Amgen will share equally in the profits and losses of the commercialization of the Products in China in accordance with the following formula:

Net profit to be received/net loss to be borne by the Company = 50% × (net revenue of the relevant Product – manufacturing actual costs – commercialization and related costs)

(b)

Caps in relation to royalties

•

Global Ex-China Royalties

During the applicable Global Pipeline Royalty Term, the Company will be eligible to receive tiered mid-single digit royalties on global net sales outside of China on a sliding scale for each Pipeline Product (other than AMG 510) in accordance with the following formula:

Royalties to be received = annual global net revenue of the relevant Pipeline Product outside China × the applicable royalty rate

•

China Royalties

During the applicable China In-Line Royalty Term, the Company will be eligible to receive tiered mid-single to low-double digit royalties on net sales in China on a sliding scale for each Product returned to Amgen in accordance with the following formula:

Royalties to be received = annual net revenue of the relevant returned Product in China × the applicable royalty rate

Monetary Caps

        Under the Collaboration Agreement, our payment obligations, whether in cash or in kind, towards the development of the Pipeline Products shall be subject to an aggregate maximum of US$1.25 billion. The Company will also share in the costs of developing additional indications for the In-Line Products in China, subject to an annual maximum contribution by the Company of US$12.5 million and an aggregate maximum of US$37.5 million over the term of the Collaboration Agreement

        The Company proposes an ordinary resolution at the EGM to approve the Annual Caps under the Collaboration Agreement.

Vote Required and Board of Directors' Recommendation

        Approval of Proposal 3 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 EGM. Broker non-votes and abstentions with respect to Proposal 3 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors unanimously recommends that shareholders vote FOR the approval of the Annual Caps in relation to the Collaboration Agreement.

Table of Contents

PROPOSAL 4
ELECTION OF A NEW DIRECTORDIRECTORS

        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 ourthe 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, ourthe 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, ourthe 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 HKEx,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 ourthe 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.

        Pursuant to the Share Purchase Agreement, Amgen will have the right to designate a non-executive director to serve on our Board of Directors until the earlier of (a) the date on which Amgen holds less than 10%The terms of the then outstanding shares of the Company as a result of Amgen's sale of ordinary shares or Amgen's failureClass I directors are scheduled to participate in future offerings and (b) the third anniversary ofexpire on the date of the expiration or termination of the Collaboration Agreement. Amgen has designated Anthony C. Hooper to serve as a non-executive Director on our Board of Director upon the closing of the Transactions.2020 Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors nominates Anthony C. HooperDirectors' nominees for election by the shareholders atare the EGM to serve as acurrent Class III director. Subject toI members: John V. Oyler, Timothy Chen and effective upon the closing of the Transactions, ifJing-Shyh (Sam) Su. If elected, Mr. Hoopereach nominee will serve as a director until the 2022 annual general meeting of shareholders in 2023 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 Timothy Chen and Jing-Shyh (Sam) Su an annual confirmation of independence pursuant to the NASDAQ rules and Rule 3.13 of the HK Listing Rules and consider Mr. Hoopereach of them independent under the NASDAQ rules.rules and the HK Listing Rules.

        CertainThe names of and certain information about Mr. Hooper isthe 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 Anthony C. Hooperthe Class I director nominees to the Board of Directors as a Class III director, subject to and effective upon the closingDirectors. If any of the Transactions. If Mr. Hoopernominees should for any reason be unable or unwilling to serve at any time prior to the EGM,Annual Meeting, the proxies will be voted for the election of a substitute nominee designeddesignated by Amgen and nominated by ourthe Board of Directors.

        Set forth below isare the biographybiographies of Mr. Hooper,each director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led ourthe 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.

Table of Contents

Nominees of Class I Directors for Election for a Three-Year Term Ending at the 2023 Annual General Meeting

        The names of the nominees for Class I directors and certain information about each as of April 16, 2020 are set forth below.

Mr. Hooper nominatedJohn V. Oyler, aged 52, 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 shouldon 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 and commercialization of pharmaceutical products.

        As of April 16, 2020, Mr. Oyler was interested in 83,090,439 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. Timothy Chen, aged 63, has served as a member of the Board of Directors since February 2016. Since January 2018, Mr. Chen has 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. 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 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 director, subject to and effective upon the closingmember of the Transactions.Board of Directors.

Table of Contents

        As of April 16, 2020, Mr. Chen was interested in 505,957 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. Jing-Shyh (Sam) Su, aged 67, 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, an 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.

        As of April 16, 2020, Mr. Su was interested in 127,894 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 and Corporate Governance Committee of the Board of Directors (the "Nominating Committee") 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. Timothy Chen as an independent non-executive director will enrich the Company's knowledge and experience in conducting business in Asia and globally, and promote diversity on the Board of Directors.

        The Nominating Committee is of the view that the re-election of Mr. Jing-Shyh (Sam) Su as an independent non-executive director will enrich the Company's knowledge and experience in marketing, brand development, strategic planning and international business development, particularly in Asia, and promote diversity of the Board of Directors.

Table of Contents

        In view of the above, on February 25, 2020, the Nominating Committee recommended to the Board of Directors that Mr. Timothy Chen and Mr. Jing-Shyh (Sam) Su 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 in Asia 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 independence pursuant to Rule 3.13 of the HK Listing Rules. The Board of Directors also considers that Mr. Timothy Chen and Mr. Jing-Shyh (Sam) Su meet the independence guidelines set out in Rule 3.13 of the HK Listing Rules and is independent in accordance with these terms of the guidelines.

Directors Not Standing for Re-Election

        The names of and certain information as of April 16, 2020 about the members of the Board of Directors who are not standing for re-election at this year's Annual Meeting are set forth below.

Class II Directors Continuing in Office Until the 2021 Annual General Meeting

Mr. Donald W. Glazer, aged 75, 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.

Mr. Michael Goller, aged 45, 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

Table of Contents

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.

Mr. Thomas Malley, aged 51, 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.

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

Dr. Xiaodong Wang, Ph.D., aged 57, 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. 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 64, is currently65, 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 of Amgen. From 2011from September 2018 to August 2018, Mr. Hooper wasJanuary 2020, and Executive Vice President, Global Commercial Operations of Amgen.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-MyersBristol 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

Table of Contents

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 marketing and salescommercial operations qualify him to serve on, and contributes to the diversity of, ourthe Board.

Mr. Ranjeev Krishana, aged 46, 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. Hooper does not have any interestsQingqing Yi, aged 48, 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 shareshealthcare 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 Company withinhealthcare sector qualify him to serve on the meaningBoard of Part XVDirectors.

Vote Required and Board of Directors' Recommendation

        Each director nominated for election will be elected if a simple majority of the SFO asvotes cast by the shareholders entitled to vote who are present in person or by proxy vote at the dateAnnual Meeting in favor of such director. Broker non-votes and abstentions with respect to one or more Class I 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 I directors nominated by the Board of Directors.

The Board of Directors recommends that shareholders vote FOR the election of each of the Class I director nominees listed above.

Table of Contents

PROPOSAL 4
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, 2020. 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 Proxy Statement.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, 2019 and 2018. Ernst & Young has audited our financial statements filed with the HKEx for the fiscal years ended December 31, 2019 and 2018. 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).

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

Table of Contents

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 2019 and 2018 were approved pursuant to any waivers of the pre-approval requirement.

Vote Required and Board of Directors' Recommendation

        Approval of Proposal 4 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 EGM.Annual Meeting. Broker non-votes and abstentions with respect to Proposal 4 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.

The Board of Directors unanimouslyrecommends 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, 2020.

Table of Contents

PROPOSAL 5
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 at the date of passing of such ordinary resolution (i.e., a total of 201,595,363 ordinary shares as of April 16, 2020 on the basis that no further ordinary shares are issued or repurchased before the Annual Meeting) up to the next annual general meeting of the Company (the "General Mandate to Issue Shares"). The General Mandate to Issue Shares shall remain in force until:

(a)

the conclusion of the next annual general meeting 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



(b)

revoked or varied by an ordinary resolution of the shareholders in a general meeting,

        whichever occurs first.

        The Board of Directors does not have any current plan to issue any new shares pursuant to the General Mandate to Issue Shares.

        The adoption of the General Mandate to Issue Shares is not conditioned on the shareholder approval of the Connected Person Placing Authorization I and the Connected Person Placing Authorization II described in Proposals 6 and 7.

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 the electionapproval of the director nominee,General Mandate to Issue Shares.

Table of Contents

PROPOSAL 6
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 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 5 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"):

(1)

the Company will put forward Proposals 5 and 6 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);



(2)

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;



(3)

the Existing Shareholders shall abstain from voting on the Connected Person Placing Authorization I;



(4)

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;



(5)

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;



(6)

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;



(7)

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;



(8)

the Company will put forward Proposals 5 and 6 to its shareholders at each subsequent annual general meeting after its listing on the HKEx; and

Table of Contents

(9)

the Company remains listed on the NASDAQ.

        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 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 24, 2020, 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.

Table of Contents

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 excluding the Existing Shareholders, which are required to refrain or abstain from voting. 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 Connected Person Placing Authorization I.

Table of Contents

PROPOSAL 7
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 (the "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 Second Amendment and the issuance of Additional Shares thereunder under the Specific Mandate are subject to approval 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.

        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 5 for a period of five years, which period will be subject to an extension on a

Table of Contents

rolling basis each year, subject to the following conditions (the "Connected Person Placing Authorization II"):

(1)

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;



(2)

Amgen shall abstain from voting on the Connected Person Placing Authorization II;



(3)

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;



(4)

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;



(5)

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;



(6)

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;



(7)

the Company will put forward Proposals 5 and 7 to its shareholders at each subsequent annual general meeting;



(8)

the Company shall disclose the Amgen Waiver in the proxy statement for each subsequent annual general meeting; and



(9)

the Company remains listed on the NASDAQ.

        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 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 April 24, 2020, 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.

Table of Contents

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 Amgen, which is 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 II.

Table of Contents

PROPOSAL 8
APPROVAL OF AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED 2016 SHARE OPTION AND INCENTIVE PLAN

Overview

        The Board of Directors believes that share options and other share-based incentive awards play an important role in our success by attracting, retaining and motivating our (and our subsidiaries') employees, officers, non-employee directors and consultants upon whose judgement, initiative and efforts we largely depend for the successful conduct of our business.

        On December 7, 2018, at the 2018 extraordinary general meeting of shareholders of the Company, the Company's shareholders approved the Second Amended and Restated 2016 Share Option and Incentive Plan (the "2016 Plan"). In order to continue to provide incentive opportunities under the 2016 Plan, the Board of Directors has approved, subject to shareholder approval, an amendment to the 2016 Plan (the "Amendment No. 1", and the 2016 Plan as amended by the Amendment No. 1, the "Amended 2016 Plan") to increase the number of authorized shares available for issuance under the 2016 Plan and to extend the term of the plan through April 13, 2030. The Amendment No. 1 increases the aggregate number of shares authorized for issuance under the 2016 Plan by 57,200,000 ordinary shares, or 5.7% of the Company's outstanding shares as of March 31, 2020, from 159,823,772 ordinary shares (of which 30,859,555 shares were reserved and remained available for issuance as of March 31, 2020) to 217,023,772 ordinary shares. The 57,200,000 ordinary shares to be increased under the 2016 Plan are not subject to any specific allocation arrangement among the types of the equity awards and can be granted for share options, restricted share units ("RSUs") or other types of equity awards pursuant to the Amended 2016 Plan.

        The 2016 Plan and the Amended and Restated 2018 Inducement Equity Plan (the "2018 Inducement Plan") are the Company's only equity incentive plans that are subject to Chapter 17 of the HK Listing Rules. Assuming Amendment No. 1 to the 2016 Plan is approved by the Company's shareholders and all authorized shares are granted for share options, (a) the total number of ordinary shares available for issuance in respect of share options to be granted under the Amended 2016 Plan and the 2018 Inducement Plan would be up to 96,930,962, representing 9.6% of the Company's outstanding shares as of March 31, 2020; and (b) the total number of ordinary shares available for issuance in respect of outstanding options granted and yet to be exercised under the 2011 Option Plan, the Amended 2016 Plan and the 2018 Inducement Plan would be 90,680,289 representing 9.0% of the Company's outstanding shares as of March 31, 2020. Assuming all authorized shares are granted for share options, as of the most recent effective date of the 2016 Plan (December 7, 2018), the percentage of the total number of authorized shares available for future grants and for issuance in respect of outstanding options under the 2016 Plan to the then total issued share capital of the Company was 18.2%. Assuming Amendment No. 1 to the 2016 Plan is approved by the Company's shareholders and all authorized shares are granted for options, as of March 31, 2020, the percentage of the total number of authorized shares available for future grants and for issuance in respect of outstanding options under the Amended 2016 Plan to the then total issued share capital of the Company is 16.3%.

        If the Amendment No. 1 is approved by our shareholders, the Company will make an application to the HKEx for the listing of the additional shares that will be issued under the Amended 2016 Plan.

        As of December 31, 2019, we have granted options, RSUs and restricted shares covering 152,322,655 ordinary shares under the 2016 Plan, of which 16,436,469 share options, 2,562,482 RSUs and 568,750 restricted shares have expired, terminated or forfeited, and of which 26,036,191 options have been exercised, 3,415,542 ordinary shares were issued upon settlement of vested RSUs and 225,000 restricted shares were vested. As of December 31, 2019, the number of options, RSUs and restricted shares outstanding under the 2016 Plan was 78,047,598, 24,522,732 and 75,000, respectively, and there were 32,221,058 ordinary shares available for grant under the 2016 Plan, not including any

Table of Contents

shares that might in the future be added back to the shares available for issuance under the 2016 Plan as a result of forfeiture, cancelation, hold-back, reacquisition, expiration or other termination (other than by exercise), subject to specified conditions.

        As of March 31, 2020, we have granted options, RSUs and restricted shares covering 154,665,658 ordinary shares under the 2016 Plan, of which 16,899,411 share options, 3,081,039 RSUs and 568,750 restricted shares have expired or terminated, and of which 28,282,994 options have been exercised, 4,190,823 ordinary shares were issued upon settlement of vested RSUs and 225,000 restricted shares were vested. The number of options, RSUs and restricted shares outstanding under the 2016 Plan as of March 31, 2020 was 75,800,302, 25,114,167, and 75,000, respectively, and there were 30,859,555 ordinary shares available for grant under the 2016 Plan, not including any shares that might in the future be added back to the shares available for issuance under 2016 Plan as a result of forfeiture, cancelation, hold-back, reacquisition, expiration or other termination (other than by exercise), subject to specified conditions. A total of 1,007,976,816 ordinary shares were outstanding as of March 31, 2020. The weighted average exercise price of all share options outstanding as of March 31, 2020 under the 2016 Plan was US$5.41 (equivalent to US$70.35 per ADS). The weighted-average remaining life of all share options outstanding as of March 31, 2020 under the 2016 Plan was 7.5 years.

        As of March 31, 2020, we have granted options and RSUs covering 3,836,248 ordinary shares under the 2018 Inducement Plan, of which no share options and 707,655 RSUs have expired or terminated, and of which no options have been exercised and 821,015 ordinary shares were issued upon settlement of vested RSUs. The number of options and RSUs outstanding under the 2018 Inducement Plan as of March 31, 2020 was 79,404; and 2,228,174, respectively, and there were 8,871,407 ordinary shares available for grant under the 2018 Inducement Plan, not including any shares that might in the future be added back to the shares available for issuance under the 2018 Inducement Plan as a result of forfeiture, cancellation, hold-back, reacquisition, expiration or other termination (other than by exercise). A total of 1,007,976,816 ordinary shares were outstanding as of March 31, 2020. The weighted average exercise price of all share options outstanding as of March 31, 2020 under the 2018 Inducement Plan was US$13.66 (equivalent to US$177.53 per ADS). The weighted-average remaining life of all share options outstanding as of March 31, 2020 under the 2018 Inducement Plan was 8.4 years.

        Proposal 8 seeks shareholder approval of the Amendment No. 1 to the 2016 Plan to increase the number of authorized shares available for issuance by 57,200,000 ordinary shares and to extend the term of the plan through April 13, 2030.

Summary of the Material Features of the Amended 2016 Plan

        While the Board of Directors is aware of and has considered the potential dilutive effect of additional awards and option grants, it also recognizes the performance and motivational benefits of equity compensation and believes that the Amended 2016 Plan, including the increase in available shares contemplated by the Amendment No. 1, is consistent with our executive compensation philosophy and the compensatory practices of other biotechnology companies in our peer group. The exercise price of any option grants under the Amended 2016 Plan will be at the greater of (x) the fair market value of our ordinary shares on the close of business on the date such option is granted, based on the closing price of our ADSs on the NASDAQ, and (y) the average closing price of our ordinary shares over the preceding five trading days, based on the closing price of our ADSs on the NASDAQ. Furthermore, since the Board of Directors and/or the Compensation Committee typically grants awards to employees that vest over a four-year period, employees must generally remain with our Company in order to reap the potential benefits of their awards.

Table of Contents

        The following material features of the Amended 2016 Plan are designed to protect our shareholders' interests and to reflect corporate governance best practices, including:

•

Maximum Number of Shares.  Including the 57,200,000 ordinary shares to be added to the 2016 Plan, the maximum number of ordinary shares to be issued under the Amended 2016 Plan was 189,049,024 as of March 31, 2020 (of which 30,859,555 shares were reserved and remained available for issuance and 100,989,469 were subject to outstanding equity awards as of March 31, 2020, and 57,200,000 shares were reserved and remained available for issuance pursuant to the Amendment No. 1), plus such additional shares as may be carried over from the 2011 Option Plan (the "2011 Plan") pursuant to the terms of the Amended 2016 Plan. Notwithstanding the foregoing, in accordance with the HK Listing Rules and the terms of the Amended 2016 Plan, the maximum number of ordinary shares that may be issued under the 2016 Plan and the 2018 Inducement Plan may not exceed 10% of the issued share capital as of the effective date of the Amended 2016 Plan.



•

Share Option Term and Cancellation.  The term of each share option shall be fixed by the administrator, but no share option shall be exercisable more than ten years after the date the share option is granted. Any share option granted but not exercised by the end of its option term will automatically lapse and be cancelled.



•

Circumstances under which options will lapse or otherwise be terminated.  Share options granted under the Amended 2016 Plan and the forms of award agreements used thereunder will generally lapse or otherwise be terminated in accordance with their terms in any the following circumstances: upon the closingearlier of the Transactions.expiration date of the option or (i) in the case of the grantee being a consultant of the Company, upon the grantee's ceasing to be a consultant of the Company for any unvested options and three months after cessation of service for any vested options; (ii) in the case of the grantee being a non-employee director, upon the grantee's ceasing to be a non-employee director for any unvested options and three years after cessation of service for any vested options; or (iii) in the case of the grantee being an employee of the Company or a subsidiary, upon the grantee's employment being terminated due to death or disability, for cause or for any other reason for any unvested options, and for any vested options the date which is (x) 12 months following the employee's death or disability, (y) the date of termination of employment, if for cause, and (z) three months following termination of employment for any other reason.



•

Flexibility in designing equity compensation schemes.  The Amended 2016 Plan allows us to provide a broad array of equity incentives, including awards of share options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, dividend equivalent rights and cash-based awards.



•

Maximum Individual Limit.  Unless approved by the Company's shareholders, in accordance with the HK Listing Rules and the terms of the Amended 2016 Plan, the total number of ordinary shares issued and to be issued upon the exercise of share options granted under the Amended 2016 Plan and any other plan of the Company to an individual grantee within any 12-month period shall not exceed 1% of the ordinary shares outstanding at the date of any such grant.



•

Limited vesting acceleration.  Subject to limited exceptions, the Amended 2016 Plan provides that the vesting of awards may only be accelerated upon death, disability, retirement, termination of employment or a change in control (including a sale event).



•

Repricing is not allowed.  The exercise price of share options and share appreciation rights will not be decreased in any manner without shareholder approval.

Table of Contents

•

Shareholder approval is required for additional shares.  Any additional increase to the maximum share reserve in the Amended 2016 Plan is subject to approval by our shareholders, allowing our shareholders the ability to have a say on our equity compensation programs.



•

No Current Dividends Paid for Unearned Performance-Based Awards.  Dividends or dividend equivalents payable in connection with performance-based awards are subject to the same restrictions and risk of forfeiture as the underlying award (noting that we currently do not pay dividends and do not anticipate doing so in the foreseeable future).



•

Broad-based eligibility for equity awards.  We grant equity awards to substantially all of our employees. By doing so, we tie our employees' interests with shareholder interests and motivate our employees to act as owners of the business.



•

Plan Expiration.  The Amended 2016 Plan will expire on April 13, 2030.

        Based solely on the closing price of our ADSs as reported by NASDAQ on March 31, 2020 and the maximum number of ordinary shares that would have been available for future awards under the Amended 2016 Plan as of such date, taking into account the proposed increase described herein, the maximum aggregate market value of the ordinary shares that could potentially be issued for future awards under the Amended 2016 Plan is US$833,923,986. Subject to specified conditions, the ordinary shares underlying any awards under the Amended 2016 Plan or the 2011 Plan that are forfeited, cancelled, held back upon exercise or settlement to satisfy the exercise price or tax withholding, reacquired prior to vesting, or are otherwise terminated (other than by exercise) are added back to the ordinary shares available for issuance under the Amended 2016 Plan.

Rationale for Share Increase

        Given our increased headcount and our continued efforts to develop and commercialize our product portfolio, which will require further expansion of our organizational structure, the share increase contemplated by the Amended 2016 Plan is critical to our ongoing effort to build shareholder value. We currently anticipate that we may exhaust all of the shares available for issuance under our 2016 Plan before the 2021 annual general meeting of shareholders if the Amendment No.1 is not approved.

        Our equity incentive program is broad-based and equity incentive awards are also an important component of our executive and non-executive employees' compensation. We operate in an industry and in geographies where there is an incredibly competitive market for the hiring and retention of a talented workforce, which we believe is critical for our success. The Compensation Committee and the Board of Directors believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success.

        We attempt to manage our long-term shareholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution, and equity expense in order to maximize shareholder value by granting only the appropriate number of equity incentive awards that it believes is necessary to attract, reward, and retain employees. Our "burn rate", as detailed below, has been higher than some of our peers in recent years due to the tremendous growth in our employee workforce, which increased from approximately 900 employees at the beginning of 2018 to approximately 3,600 employees as of March 31, 2020. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees. By doing so, we link employee interests with shareholder interests throughout the organization and motivate our employees to act as owners of the business.

Table of Contents

Employee Growth

        Since the beginning of 2019, our employee workforce has increased by approximately 75%, from approximately 2,100 employees at December 31, 2018 to approximately 3,600 employees as of March 31, 2020. Given that we grant equity awards to substantially all of our employees, this has substantially stressed the availability of shares under our equity plans. The following table sets forth the increase in the number of employees for each of the last two fiscal years:

Burn Rate

        The following table sets forth information regarding historical awards granted and earned for the 2018 and 2019 period, and the corresponding burn rate, which is defined as the number of shares subject to certain equity-based awards granted in a year divided by the weighted-average ordinary shares outstanding for that year, for each of the last two fiscal years:

        If the request to increase the share reserve by an additional 57,200,000 ordinary shares is approved by shareholders, we will have approximately 88,059,555 ordinary shares available for grant after the Annual Meeting, which is based on 30,859,555 ordinary shares available for grant under the 2016 Plan at March 31, 2020 and the 57,200,000 ordinary shares subject to this proposal. The Compensation Committee determined the size of the requested share increase based on projected equity awards to anticipated new hires, projected annual equity awards in 2020 to existing employees, and an assessment of the magnitude of increase that our shareholders would likely find acceptable. We anticipate that if our request to increase the share reserve is approved by shareholders, it will be sufficient to provide equity incentives to attract, retain and motivate our employees through 2022, although it is possible that we will exhaust the share pool sooner if we continue to expand our workforce to support our growing business at a rate higher than we currently expect.

Summary of the Amended 2016 Plan

        The following is a summary of certain significant features of the Amended 2016 Plan. This summary is subject to the specific provisions contained in the full text of the Amended 2016 Plan. A copy of the Amendment No. 1 is set forth inAppendix A to this Proxy Statement. A copy of the 2016 Plan is set forth inAppendix B to this Proxy Statement.

        The Amended 2016 Plan provides us with flexibility to use various equity-based incentive and other awards as compensation tools to motivate our workforce. These tools include share options, share

Table of Contents

appreciation rights, restricted shares, restricted share units, unrestricted shares, and dividend equivalent rights.

        The ordinary shares we issue pursuant to awards granted under the Amended 2016 Plan are authorized but unissued ordinary shares or ordinary shares that we reacquire. The ordinary shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of ordinary shares, or are otherwise terminated (other than by exercise) under the Amended 2016 Plan and the 2011 Plan will be added back to the ordinary shares available for issuance under the Amended 2016 Plan; provided that (i) the shares reserved and remaining available for issuance under the 2016 Plan and the 2018 Inducement Plan shall not exceed 10% of the issued share capital of the Company as of the effective date of the Amended 2016 Plan, (ii) where the Company cancels an option and issues a new option to the same grantee, the issue of such new option shall be made only to the extent that there are shares reserved and available for issuance excluding the cancelled option, and (iii) notwithstanding the foregoing, no shares underlying any options granted under the Amended 2016 Plan or the 2011 Plan (including any grants made prior to the effective date of the Amended 2016 Plan) shall be added back to the shares available for issuance under the Amended 2016 Plan unless such options have lapsed or otherwise been terminated in accordance with the terms of the Amended 2016 Plan or the 2011 Plan.

        The Amended 2016 Plan is administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended 2016 Plan. Full and part-time officers, employees, non-employee directors and other key persons (including consultants) as selected from time to time by the Compensation Committee are eligible to participate in the Amended 2016 Plan. As of March 31, 2020, approximately 3,675 individuals were eligible to participate in the Amended 2016 Plan, which included four executive officers, 3,648 employees who are not officers, eight non-employee directors and 15 consultants. The Compensation Committee may delegate to the chairman of the Compensation Committee all or part of the Compensation Committee's authority and duties with respect to granting awards and to our Chief Executive Officer or Chief Financial Officer the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.

        The Amended 2016 Plan permits the granting of options to purchase ordinary shares that are not intended to qualify as incentive share options under Section 422 of the Internal Revenue Code, as amended (the "Code"). The exercise price of each share option will be determined by the Compensation Committee but may not be less than the higher of (i) the fair market value of our ordinary shares on the date of grant and (ii) the average fair market value of the ordinary shares for the five business days immediately preceding the date of grant, each as determined by reference to the closing price of our ADSs on the NASDAQ. The term of each share option will be fixed by the Compensation Committee and may not exceed 10 years from the date of grant. The Compensation Committee will determine at what time or times each option may be exercised.

        The Compensation Committee may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciation rights entitle the recipient to ordinary shares, or cash, equal to the value of the appreciation in our share price over the exercise price. The exercise price of each share appreciation right may not be less than 100% of fair market value of the shares on the date of grant to a grantee who is subject to U.S. tax.

        The Compensation Committee may award restricted shares or restricted share units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment or service with us

Table of Contents

through a specified vesting period. The Compensation Committee may also grant ordinary shares that are free from any restrictions under the Amended 2016 Plan. Unrestricted ordinary shares may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant.

        The Compensation Committee may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient held a specified number of ordinary shares.

        The Amended 2016 Plan provides that, upon the effectiveness, of a "sale event," as defined in the Amended 2016 Plan, the successor entity may assume, continue or substitute for outstanding awards, as appropriately adjusted. To the extent that awards are not assumed or continued or substituted by the successor entity, all awards granted under the Amended 2016 Plan shall terminate. In connection with such termination, all options and share appreciation rights shall become fully exercisable and all other awards with time-based vesting conditions will become fully vested and all awards with performance conditions may become fully vested in the administrator's discretion or to the extent set forth in the relevant award certificate. In addition, in connection with the termination of the Amended 2016 Plan upon a sale event, we may make or provide for a cash payment to participants holding options and share appreciation rights, equal to the difference between the per share cash consideration payable to shareholders in the sale event and the exercise price of the options or share appreciation rights and we may make or provide for a similar payment to participants under other awards.

        The Board of Directors may amend or discontinue the Amended 2016 Plan and the Compensation Committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder's consent. Certain amendments to the Amended 2016 Plan, such as any increase to the number of ordinary shares that may be made available for awards, may require the approval of our shareholders.

        The Board of Directors approved the Amendment No. 1 on April 13, 2020, and the Amended 2016 Plan shall be effective on the date it is approved by shareholders. No awards may be granted under the 2016 Plan after April 13, 2030. If the Amended 2016 Plan is not approved by shareholders, the 2016 Plan will continue in effect until it expires, and awards may be granted thereunder, in accordance with its terms.

New Plan Benefits