13D Filing: Billionaire Lei Zhang’s Hillhouse Capital Management Reports Stake in Beigene, Ltd. (BGNE)

Page 4 of 5 SEC Filing

Item 4. Purpose of Transaction
The Reporting Person acquired the Ordinary Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer.  An employee of the Reporting Person, Yi Qingqing, serves as a director on the board of directors of the Issuer.
Except as disclosed in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, however, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect to those items and/or may determine to acquire additional securities of the Issuer or dispose of or hedge its investment in securities of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) See rows (11) and (13) of
the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially
owned by the Reporting Person.  The percentage used in this Schedule 13D is calculated based upon 427,442,865 Ordinary
Shares that are outstanding as of February 11, 2016 according to information provided by the Issuer to the Reporting Person in writing.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) 14,814,814 Series A
Preferred Shares of the Issuer and 15,811,965 Series A-2 Preferred Shares of the Issuer previously held by BGN
automatically converted into an aggregate of 30,626,779 Ordinary Shares upon the closing of the Issuer’s initial
public offering on February 8, 2016.  In addition, Gaoling and YHG purchased an aggregate of 700,000
ADSs in the Issuer’s initial public offering at a price equal to $24.00 per ADS.
(d) No person other than the Hillhouse Entities is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Ordinary Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.

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