SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HHLR ADVISORS, LTD.

(Last)

(First)

(Middle)

OFFICE #122, WINDWARD 3 BUILDING

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-9006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	12/02/2024		S		17,842,500	D	$200⁽¹⁾	125,045,741⁽²⁾	I	See Footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

HHLR ADVISORS, LTD.

(Last)

(First)

(Middle)

OFFICE #122, WINDWARD 3 BUILDING

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-9006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HILLHOUSE INVESTMENT MANAGEMENT, LTD.

(Last)

(First)

(Middle)

OFFICE #122, WINDWARD 3 BUILDING

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-9006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The ordinary shares, par value $0.0001 per share ("Ordinary Shares") sold were in the form of American Depositary Shares ("ADSs"). The reported price is the price of each ADS sold; the price was paid in USD. Each ADS represents 13 Ordinary Shares.

2. Consists of (i) 111,597,423 Ordinary Shares held by funds managed by HHLR (as defined below), of which 36,011,300 Ordinary Shares are held in the form of 2,770,100 ADSs and (ii) 13,448,318 Ordinary Shares held by a fund managed by HIM (as defined below), of which 13,445,978 Ordinary Shares are held in the form of 1,034,306 ADSs.

3. This form is filed by (i) HHLR Advisors, Ltd., an exempted Cayman Islands company ("HHLR"), and (ii) Hillhouse Investment Management, Ltd., an exempted Cayman Islands company ("HIM"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons." HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, HHLR and HIM are filing this Form 4 jointly.

4. The securities to which this filing relates are held by HHLR Fund, L.P., an exempted Cayman Islands limited partnership ("HHLR Fund"), and BGN Holdings Limited, an exempted Cayman Islands company ("BGN"). HHLR acts as the sole management company of HHLR Fund. HIM acts as the sole management company of Hillhouse Fund II, L.P. ("Fund II"). BGN is wholly owned by Fund II. The filing of this statement shall not be deemed an admission that either 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. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

	HHLR Advisors, Ltd. /s/ Audrey Woon, Chief Compliance Officer	12/04/2024
	Hillhouse Investment Management, Ltd. /s/ Audrey Woon, Chief Compliance Officer	12/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Large owner Hhlr Advisors, Ltd. sold $3,568,500,000 worth of Ordinary Shares (17,842,500 units at $200.00) (SEC Form 4)