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SEC Filings

DEF 14A
BEIGENE, LTD. filed this Form DEF 14A on 11/08/2018
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PROPOSAL 3

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 EGM 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 proposed ordinary resolution (i.e., a total of 154,472,636 ordinary shares on the basis that no further ordinary shares are issued or repurchased before the EGM) up to the next AGM of the Company (the "General Mandate to Issue Shares").

        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 described in Proposal 4.

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 recommends that shareholders vote FOR the approval of the General Mandate to Issue Shares.

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