BeiGene (BGNE) 8-KEntry into a Material Definitive Agreement

On December 9, 2024 (the “Signing Date”), a facility agreement (the “Facility Agreement”) was entered into by and between BeiGene, Ltd. (the “Company”), as the borrower, and China Merchants Bank Co., Ltd., as the lender (the “Lender”). The Facility Agreement provides for a $400 million uncommitted and unsecured credit facility (the “Credit Facility”), pursuant to which each loan issued has a term up to one year, provided that all loans must be repaid within 18 months of the Signing Date. Loans under the Credit Facility have a floating interest rate based on the secured overnight financing rate plus an applicable margin and are calculated daily from the date the loan is utilized and settled on a quarterly basis. The proceeds of the loans under the Credit Facility are available for daily operations of the Company and its subsidiaries and for refinancing of the Company’s working capital loans with other banks. The Facility Agreement contains financial covenants that require the Company to uphold a certain ratio of liabilities to ownership equity and maintain specified amounts of both consolidated net assets and consolidated cash balance, all of which are tested quarterly. The Facility Agreement also contains operating covenants including, among other things, (i) maintaining its listing status on The Stock Exchange of Hong Kong Limited and The Science and Technology Innovation Board of the Shanghai Stock Exchange, (ii) maintaining the amount of interest payable on the outstanding principal for two quarters in an account with the Lender, (iii) limitations on the incurrence of certain additional indebtedness to the extent such indebtedness has material adverse effects on the Company’s ability to perform its obligations under the Facility Agreement, and (iv) preservation of ownership of key patents and other covenants surrounding the Company’s intellectual property. Other certain covenants, representations and warranties, and events of default, are contained in the Facility Agreement, many of which would be breached or triggered solely to the extent they have a material adverse effect on the Company’s ability to perform its obligations under the Facility Agreement or affect the Company’s normal operations.

The Company entered into a $400 million uncommitted and unsecured credit facility agreement with the Lender in 2023 (the “Existing Credit Facility”) which will terminate in January 2025. As of the date hereof, the Company has drawn $380 million from the Existing Credit Facility and plans to repay $300 million of the Existing Credit Facility in December 2024, reducing the outstanding balance to $80 million which the Company plans to repay fully in January 2025. The remaining $80 million will still be subject to the Existing Credit Facility but count toward the availability under the Facility Agreement. As of the date of this report, no borrowings were outstanding under the Facility Agreement.

The foregoing description of the terms of the Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which the Company has filed as an exhibit hereto and incorporated herein by reference.