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Filing Details

Accession Number:: 0000902664-16-005447
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-10 16:32:16
Reporting Period:: 2016-02-08

Filing Date:: 2016-02-10
Accepted Time:: 2016-02-10 16:32:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1651308	Beigene Ltd.	BGNE	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1510589	Hillhouse Capital Management, Ltd.	Cayman Corporate Centre, 3Rd Floor 18 Fort Street Grand Cayman E9 00000		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares	Acquisiton	2016-02-08	30,626,779	$0.00	30,626,779	No	4	C	Indirect	See footnotes
Ordinary Shares	Acquisiton	2016-02-08	9,100,000	$0.00	39,726,779	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares	Series A Preferred Shares	Acquisiton	2016-02-08	14,814,814	$0.00	14,814,814	$0.00
Ordinary Shares	Series A-2 Preferred Shares	Acquisiton	2016-02-08	15,811,965	$0.00	15,811,965	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

The securities to which this filing relates are held directly by (i) Hillhouse BGN Holdings Limited, a Cayman Islands limited partnership ("BGN"), (ii) Gaoling Fund, L.P., an exempted Cayman Islands limited partnership ("Gaoling") and (iii) YHG Investment, L.P., an exempted Cayman limited partnership ("YHG" and together with BGN and Gaoling, the "Hillhouse Entities"). BGN is owned by Hillhouse Fund II, L.P., a Cayman Islands limited partnership ("Funds II"). Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("Hillhouse Capital" or the "Reporting Person"), acts as the sole management company of Fund II and Gaoling and the sole general partner of YHG. Mr. Lei Zhang may be deemed to have controlling power over Hillhouse Capital. Mr. Lei Zhang disclaims beneficial ownership of all of the securities held by the Hillhouse Entities, except to the extent of his pecuniary interest therein.
The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
The Series A Preferred Shares were held by BGN and were convertible at any time, at the holder's election, into Ordinary Shares of the Issuer. The Series A Preferred Shares did not have an expiration date. The Series A Preferred Shares automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering.
The Series A-2 Preferred Shares were held by BGN and were convertible at any time, at the holder's election, into Ordinary Shares of the Issuer. The Series A-2 Preferred Shares did not have an expiration date. The Series A-2 Preferred Shares automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering.
These Ordinary Shares represented by American Depositary Shares ("ADSs") were purchased in the Issuer's initial public offering at a price of $24.00 per ADS.
Each ADS represents 13 Ordinary Shares.
These Ordinary Shares are represented by an aggregate of 700,000 ADSs held by Gaoling and YHG.