X0206
3
2016-02-02
0
0001651308
BeiGene, Ltd.
BGNE
0000310158
Merck & Co., Inc.
2000 GALLOPING HILL ROAD
KENILWORTH
NJ
07033
0
0
1
0
0000942443
Merck Sharp & Dohme Corp.
ONE MERCK DRIVE
WHITEHOUSE STATION
NJ
08889
0
0
1
0
0001665244
Merck Sharp & Dohme Research GmbH
WEYSTRASSE 20
LUCERNE 6
V8
CH-6000
SWITZERLAND
0
0
1
0
Series A Preferred Shares
Ordinary Shares
18518519
I
See Footnote
Series A-2 Preferred Shares
Ordinary Shares
5128205
I
See Footnote
These securities consist of Series A Preferred Shares (the "Series A Shares") of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series A Shares do not have an expiration date.
These shares are owned directly by Merck Sharp & Dohme Research GmbH, which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
These securities consist of the Series A-2 Shares of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series A-2 Shares do not have an expiration date.
Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated January 27, 2016 granted by Merck Sharp & Dohme Research GmbH, a copy of which is filed as an exhibit and incorporated herein by reference. Exhibit List - Exhibit 24.1 - Power of Attorney
Merck Sharp & Dohme Research GmbH /s/ Katie Fedosz, as Attorney-in-Fact
2016-02-02
Merck Sharp & Dohme Corp. /s/ Katie Fedosz, as Assistant Secretary
2016-02-02
Merck & Co., Inc. /s/ Katie Fedoszk, as Senior Assistant Secretary
2016-02-02