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•	expenses incurred under agreements with contract research organizations, or CROs, contract manufacturing organizations, and consultants that conduct and support clinical trials and preclinical studies;

•	costs of comparator drugs in certain of our clinical trials;

•	manufacturing costs related to pre-commercial activities;

•	costs associated with preclinical activities and development activities;

•	costs associated with regulatory operations;

•	employee-related expenses, including salaries, benefits, travel and share-based compensation expense for research and development personnel; and

•	other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies used in research and development activities.

•	zanubrutinib, an investigational small molecule inhibitor of BTK;

•	tislelizumab, an investigational humanized monoclonal antibody against PD‑1;

•	pamiparib, an investigational small molecule inhibitor of PARP1 and PARP2;

•	lifirafenib, an investigational small molecule inhibitor of both the monomer and dimer forms of BRAF;

•	BGB-A333, an investigational humanized monoclonal antibody against PD-L1; and

•	BGB-A425, an investigational humanized monoclonal antibody against TIM-3.

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•	successful enrollment in and completion of clinical trials;

•	establishing an appropriate safety profile;

•	establishing manufacturing capabilities or making arrangements with third-party manufacturers to ensure sufficient supply for the clinical development of our drug candidates and commercialization of our drugs;

•	receipt of marketing approvals from applicable regulatory authorities;

•	successfully launching and commercializing our drug candidates, if and when approved, whether as monotherapies or in combination with our internally discovered drug candidates or third-party products;

•	obtaining and maintaining patent and trade secret protection and regulatory exclusivity for our drug candidates;

•	continued acceptable safety profiles of the products following approval;

•	competition from competing products; and

•	retention of key personnel.

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•	Increases of approximately $0.6 million, $13.2 million, $2.1 million and $0.1 million, respectively, for zanubrutinib, tislelizumab and pamiparib, and lifirafenib. The expense increases were primarily due to the expansion of clinical trials for these candidates, including the initiation or continuation of pivotal trials.

•	An increase of approximately $19.9 million in external spending for our non-clinical-stage programs, primarily related to manufacturing costs for pre-commercial activities and costs associated with advancing our preclinical candidates toward clinical trials.

•	$14.3 million increase of employee salary and benefits, which was primarily attributable to hiring more research and development personnel to support our expanding research and development activities;

•	$5.1 million increase of share-based compensation expense, primarily attributable to our increased headcount and higher share price;

•	$1.6 million decrease of materials and reagent expenses, mainly in connection with the in-house manufacturing of drug candidates used for clinical purposes, that were previously outsourced and recorded as external cost;

•	$1.4 million increase of consulting fees, which was mainly attributable to increased scientific, regulatory and development consulting activities, in connection with the advancement of our drug candidates; and

•	$4.8 million increase of facilities, office expense, rental fee and other expenses to support the growth of our organization.

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•	$12.4 million increase of employee salary and benefits, which was primarily attributable to the hiring of more personnel to support our growing organization, including the acquired workforce in the acquisition of Celgene’s China operations and expansion of our commercial organization in China;

•	$6.7 million increase of share-based compensation expense, primarily attributable to our increased headcount and higher share price;

•	$2.8 million increase of professional fees for legal, consulting, recruiting, accounting and audit services to support our growing business; and

•	$11.3 million increase of selling, facility, conference fees, travel expenses, rental fees and other administrative expenses, primarily attributable to the global expansion of our business, including the post-combination cost and expansion of our commercial operations in China.

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Increases of approximately $35.6 million, $54.3 million and $14.3 million, respectively, for zanubrutinib, tislelizumab and pamiparib, partially offset by a decrease of approximately $1.7 million for lifirafenib. The expense increases were primarily due to the expansion of clinical trials for these candidates, including the initiation or continuation of pivotal trials. In addition, external costs of clinical-stage programs include $10 million of in-process research and development expense related to our in-license of sitravitinib for the Asia (excluding Japan), Australia and New Zealand territories.

•	An increase of approximately $42.9 million in external spending for our non-clinical-stage programs, primarily related to manufacturing costs for pre-commercial activities and costs associated with advancing our preclinical candidates toward clinical trials.

•	$40.3 million increase of employee salary and benefits, which was primarily attributable to hiring more research and development personnel to support our expanding research and development activities;

•	$18.6 million increase of share-based compensation expense, primarily attributable to our increased headcount and higher share price;

•	$8.3 million increase of materials and reagent expenses, mainly in connection with the in-house manufacturing of drug candidates used for clinical purposes, that were previously outsourced and recorded as external cost;

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•	$10.3 million increase of consulting fees, which was mainly attributable to increased scientific, regulatory and development consulting activities, in connection with the advancement of our drug candidates; and

•	$10.9 million increase of facilities, office expense, rental fee and other expenses to support the growth of our organization.

•	$32.5 million increase of employee salary and benefits, which was primarily attributable to the hiring of more personnel to support our growing organization, including the acquired workforce in the acquisition of Celgene’s China operations and expansion of our commercial organization in China;

•	$16.1 million increase of share-based compensation expense, primarily attributable to our increased headcount and higher share price;

•	$7.5 million increase of professional fees for legal, consulting, recruiting, accounting and audit services to support our growing business; and

•	$31.6 million increase of selling, facility, conference fees, travel expenses, rental fees and other administrative expenses, primarily attributable to the global expansion of our business, including the post-combination cost and expansion of our commercial operations in China.

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•	the costs, timing and outcome of regulatory reviews and approvals;

•	the ability of our drug candidates to progress through clinical development successfully;

•	the initiation, progress, timing, costs and results of nonclinical studies and clinical trials for our other programs and potential drug candidates;

•	the number and characteristics of the drug candidates we pursue;

•	the costs of establishing commercial manufacturing capabilities or securing necessary supplies from third-party manufacturers;

•	the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

•	the costs of establishing and expanding our commercial operations and the success of those operations;

•	the extent to which we acquire or in-license other products and technologies; and

•	our ability to maintain and establish collaboration arrangements on favorable terms, if at all.

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•	successful enrollment in, and completion of, clinical trials, as well as completion of preclinical studies;

•	favorable safety and efficacy data from our clinical trials and other studies;

•	receipt of regulatory approvals;

•	establishing commercial manufacturing capabilities, either by building facilities ourselves or making arrangements with third-party manufacturers;

•	the performance by contract research organizations, or CROs, or other third parties we may retain of their duties to us in a manner that complies with our protocols and applicable laws and that protects the integrity of the resulting data;

•	obtaining and maintaining patent, trade secret and other intellectual property protection and regulatory exclusivity;

•	ensuring we do not infringe, misappropriate or otherwise violate the patent, trade secret or other intellectual property rights of third parties;

•	successfully launching our drug candidates, if and when approved;

•	obtaining favorable reimbursement from third-party payors for drugs, if and when approved;

•	competition with other products;

•	continued acceptable safety profile following regulatory approval; and

•	manufacturing or obtaining sufficient supplies of our drugs, drug candidates and any competitor drug products that may be necessary for use in clinical trials for evaluation of our drug candidates and commercialization of our drugs.

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•	be delayed in obtaining regulatory approval for our drug candidates;

•	not obtain regulatory approval at all;

•	obtain approval for indications that are not as broad as intended;

•	have the drug removed from the market after obtaining regulatory approval;

•	be subject to additional post-marketing testing requirements;

•	be subject to warning labels or restrictions on how the drug is distributed or used; or

•	be unable to obtain reimbursement for use of the drug.

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•	failure to begin or complete clinical trials due to disagreements with regulatory authorities;

•	failure to demonstrate that a drug candidate is safe and effective or that a biologic candidate is safe, pure, and potent for its proposed indication;

•	failure of clinical trial results to meet the level of statistical significance required for approval;

•	reporting or data integrity issues related to our clinical trials;

•	disagreement with our interpretation of data from preclinical studies or clinical trials;

•	changes in approval policies or regulations that render our preclinical and clinical data insufficient for approval or require us to amend our clinical trial protocols;

•	regulatory requests for additional analyses, reports, data, nonclinical studies and clinical trials, or questions regarding interpretations of data and results and the emergence of new information regarding our drug candidates or other products;

•	failure to satisfy regulatory conditions regarding endpoints, patient population, available therapies and other requirements for our clinical trials in order to support marketing approval on an accelerated basis or at all;

•	our failure to conduct a clinical trial in accordance with regulatory requirements or our clinical trial protocols; and

•	clinical sites, investigators or other participants in our clinical trials deviating from a trial protocol, failing to conduct the trial in accordance with regulatory requirements, or dropping out of a trial.

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•	regulatory authorities could delay or halt pending clinical trials;

•	we may suspend, delay or alter development of the drug candidate or marketing of the drug;

•	regulatory authorities may withdraw approvals or revoke licenses of the drug, or we may determine to do so even if not required;

•	regulatory authorities may require additional warnings on the label;

•	we may be required to develop a Risk Evaluation Mitigation Strategy, or REMS, for the drug, as is the case with REVLIMID®, or, if a REMS is already in place, to incorporate additional requirements under the REMS, or to develop a similar strategy as required by a comparable regulatory authority;

•	we may be required to conduct post-market studies; and

•	we could be sued and held liable for harm caused to subjects or patients.

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•	restrictions on the marketing or manufacturing of our drugs, withdrawal of the product from the market, or voluntary or mandatory product recalls;

•	fines, untitled or warning letters, or holds on clinical trials;

•	refusal by the FDA, NMPA, EMA or comparable regulatory authorities to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals or withdrawal of approvals;

•	product seizure or detention, or refusal to permit the import or export of our drugs and drug candidates; and

•	injunctions or the imposition of civil or criminal penalties.

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•	the clinical indications for which our drugs and drug candidates are approved;

•	physicians, hospitals, cancer treatment centers and patients considering our drugs and drug candidates as a safe and effective treatment;

•	the potential and perceived advantages of our drugs and drug candidates over alternative treatments;

•	the prevalence and severity of any side effects;

•	product labeling or product insert requirements of regulatory authorities;

•	limitations or warnings contained in the labeling approved by regulatory authorities;

•	the timing of market introduction of our drugs and drug candidates as well as competitive drugs;

•	the cost of treatment in relation to alternative treatments;

•	the availability of adequate coverage, reimbursement and pricing by third-party payors and government authorities;

•	the willingness of patients to pay out-of-pocket in the absence of coverage and reimbursement by third-party payors and government authorities; and

•	the effectiveness of our sales and marketing efforts.

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•	efforts to enter into collaboration or licensing arrangements with third parties in connection with our international sales, marketing and distribution efforts may increase our expenses or divert our management’s attention from the acquisition or development of drug candidates;

•	difficulty of effective enforcement of contractual provisions in local jurisdictions;

•	potential third-party patent rights or potentially reduced protection for intellectual property rights;

•	unexpected changes in tariffs, trade barriers and regulatory requirements, including the loss of normal trade status between China and the United States;

•	economic weakness, including inflation;

•	compliance with tax, employment, immigration and labor laws for employees traveling abroad;

•	the effects of applicable non-U.S. tax structures and potentially adverse tax consequences;

•	currency fluctuations, which could result in increased operating expenses and reduced revenue;

•	workforce uncertainty and labor unrest;

•	failure of our employees and contracted third parties to comply with Office of Foreign Asset Control rules and regulations and the Foreign Corrupt Practices Act; and

•	business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters, including earthquakes, volcanoes, typhoons, floods, hurricanes and fires.

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•	the progress, timing, scope and costs of our clinical trials, including the ability to timely enroll patients in our planned and potential future clinical trials;

•	the outcome, timing and cost of regulatory approvals of our drug candidates;

•	the number and characteristics of drug candidates that we may in-license and develop;

•	the amount and timing of the milestone and royalty payments we receive from our collaborators;

•	the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

•	selling and marketing costs associated with our drugs in China and any future drug candidates that may be approved, including the cost and timing of expanding our marketing and sales capabilities;

•	the terms and timing of any potential future collaborations, licensing or other arrangements that we may establish;

•	cash requirements of any future acquisitions, licensing and/or the development of other drug candidates;

•	the cost and timing of development and completion of commercial-scale internal or outsourced manufacturing activities; and

•	our headcount growth and associated costs.

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we may be unable to identify manufacturers on acceptable terms or at all because the number of potential manufacturers is limited and the FDA, NMPA, EMA or other comparable regulatory authorities must evaluate and/or approve any manufacturers as part of their regulatory oversight of our drug candidates. This evaluation would require new testing and cGMP-compliance inspections by FDA, NMPA, EMA or other comparable regulatory authorities;

•	our manufacturers may have little or no experience with manufacturing our drug candidates, and therefore may require a significant amount of support from us in order to implement and maintain the infrastructure and processes required to manufacture our drug candidates;

•	our third-party manufacturers might be unable to timely manufacture our drugs and drug candidates or produce the quantity and quality required to meet our clinical and commercial needs, if any;

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manufacturers are subject to ongoing periodic unannounced inspection by the FDA and corresponding state agencies in the United States to ensure strict compliance with cGMPs and other government regulations and by other comparable regulatory authorities for corresponding non-U.S. requirements. We do not have control over third-party manufacturers’ compliance with these regulations and requirements;

•	we may not own, or may have to share, the intellectual property rights to any improvements made by our third-party manufacturers in the manufacturing process for our drug candidates and drugs;

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•	raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier, may not be available or may not be suitable or acceptable for use due to material or component defects; and

•	our contract manufacturers and critical reagent suppliers may be subject to inclement weather, as well as natural or man-made disasters.

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•	collaborators have significant discretion in determining the efforts and resources that they will apply to a collaboration;

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collaborators may not pursue development and commercialization of our drug candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in their strategic focus due to the acquisition of competitive drugs, availability of funding, or other external factors, such as a business combination that diverts resources or creates competing priorities;

•	collaborators may delay clinical trials, provide insufficient funding for a clinical trial, stop a clinical trial, abandon a drug candidate, repeat or conduct new clinical trials, or require a new formulation of a drug candidate for clinical testing;

•	collaborators could independently develop, or develop with third parties, drugs that compete directly or indirectly with our drugs or drug candidates;

•	a collaborator with marketing and distribution rights to one or more drugs may not commit sufficient resources to their marketing and distribution;

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•	collaborators may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability;

•	disputes may arise between us and a collaborator that cause the delay or termination of the research, development or commercialization of our drug candidates, or that result in costly litigation or arbitration that diverts management attention and resources;

•	collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable drug candidates; and

•	collaborators may own or co-own intellectual property covering our drugs that results from our collaborating with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property.

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•	identifying, recruiting, integrating, maintaining, and motivating additional employees;

•	managing our internal development efforts effectively, including the clinical and regulatory authority review process for our drug candidates, while complying with our contractual obligations to contractors and other third parties; and

•	improving our operational, financial and management controls, reporting systems and procedures.

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•	increased operating expenses and cash requirements;

•	the assumption of additional indebtedness or contingent or unforeseen liabilities;

•	the issuance of our equity securities;

•	assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

•	the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;

•	retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;

•	risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing drugs or drug candidates and regulatory approvals; and

•	our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

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•	achieving adequate or clinical-grade materials that meet FDA, NMPA, EMA or other comparable regulatory agency standards or specifications with consistent and acceptable production yield and costs;

•	shortages of qualified personnel, raw materials or key contractors; and

•	ongoing compliance with cGMP regulations and other requirements of the FDA, NMPA, EMA or other comparable regulatory agencies.

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•	we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•	we have instructed the depositary that we do not wish a discretionary proxy to be given;

•	we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; or

•	a matter to be voted on at the meeting would have a material adverse impact on shareholders.

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