BeiGene : OVERSEAS REGULATORY ANNOUNCEMENT - FORM S-8

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BeiGene, Ltd.

百濟神州有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 06160)

OVERSEAS REGULATORY ANNOUNCEMENT - FORM S-8

This announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Please refer to the attached for the document which has been published by BeiGene, Ltd. on the website of the U.S. Securities and Exchange Commission on August 6, 2020 (U.S. Eastern Time).

By order of the Board

BeiGene, Ltd.

Mr. John V. Oyler

Chairman

Hong Kong, August 7, 2020

As at the date of this announcement, the Board of Directors of the Company comprises Mr. John V. Oyler as Chairman and Executive Director, Dr. Xiaodong Wang and Mr. Anthony C. Hooper as Non-executive Directors, and Mr. Timothy Chen, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi as Independent Non-executive Directors.

As filed with the U.S. Securities and Exchange Commission on August 6, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BEIGENE, LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of incorporation or organization)

98-1209416

(I.R.S. Employer

Identification Number)

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108

Cayman Islands [phone]

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Second Amended and Restated 2016 Share Option and Incentive Plan, as Amended

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Scott A. Samuels

Senior Vice President, General Counsel

c/o BeiGene USA, Inc. 55 Cambridge Parkway Suite 700W Cambridge, MA 02142 [phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

			Proposed
Title of Securities	Amount to be		Maximum		Proposed Maximum	Amount of
	Offering		Aggregate Offering	Registration
to be Registered (1)	Registered (2)
	Price		Price	Fee
			per Share
Ordinary Shares, par value $0.0001 per share	57,350,000	(3)	$15.8765	(4)	$910,519,481	$118,186.00

1. These shares may be represented by the Registrant's American Depositary Shares ("ADSs"). Each ADS represents 13 Ordinary Shares. ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-209044).
2. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional Ordinary Shares which become issuable under the Registrant's Second Amended and Restated 2016 Share Option and Incentive Plan, as amended by Amendment No. 1 (the "2016 Equity Plan") by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding Ordinary Shares.
3. Represents (a) an increase of 57,200,000 Ordinary Shares under the 2016 Equity Plan effective June 17, 2020 and (b) 150,000 ordinary shares that were returned to the 2016 Equity Plan as a result of a forfeiture of a restricted share award previously granted under the 2016 Equity Plan.
4. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant's ADSs, as quoted on the NASDAQ Global Select Market on July 30, 2020 divided by 13, the then Ordinary Share-to-ADS ratio.

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 registers an additional 57,350,000 ordinary shares under the Second Amended and Restated 2016 Share Option and Incentive Plan, as amended by Amendment No. 1 (the "2016 Equity Plan"), consisting of 57,200,000 ordinary shares added to the plan by Amendment No. 1 and 150,000 ordinary shares returned to the plan as a result of the forfeiture of a restricted share award previously granted under the plan. The additional shares are of the same class as other securities relating to the 2016 Equity Plan for which the Registrant's Registration Statements on Form S-8 (Registration Nos. 333-209410,333-216885,333-223319 and 333-228786) filed on February 5, 2016; March 22, 2017; February 28, 2018; and December 13, 2018, respectively, are effective. The information contained in those registration statements is hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.

EXHIBITS

See the Exhibit Index below for a list of exhibits filed as a part of, or incorporated by reference into, this Registration Statement, which Exhibit Index is incorporated herein by reference.

	Exhibit Index
Exhibit	Description
Number
4.1(1)	Fifth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
4.2(2)	Deposit Agreement dated February 5, 2016 by and among the Registrant, the Depositary, and holders of the
	American Depositary Receipts
4.3(3)	Amendment No. 1 to Deposit Agreement, dated April 11, 2016, by and among the Registrant, Citibank, N.A.,
	and holders of the American Depositary Receipts and Form of American Depositary Receipt
4.4(4)	Specimen Certificate for Ordinary Shares
4.5(5)	Second Amended and Restated Investors' Rights Agreement, dated as of April 21, 2015, by and among the
	Registrant and certain shareholders named therein
4.6(6)	Amendment No. 1 to Second Amended and Restated Investors' Rights Agreement, dated January 26, 2016, by
	and among the Registrant and certain shareholders named therein
4.7(7)	Registration Rights Agreement, dated as of November 16, 2016, by and among the Registrant and the investors
	named therein
4.8(8)	Letter Agreement, dated as of July 11, 2016, between the Registrant and Citibank, N.A.
4.9(9)	Form of Letter Agreement, between the Registrant and Citibank, N.A.
4.10(10)	Share Subscription Agreement, dated July 5, 2017, by and between the Registrant and Celgene Switzerland LLC
4.11(11)#	Share Purchase Agreement, dated October 31, 2019, by and between the Registrant and Amgen Inc.
4.12(12)	Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and between the Registrant and
	Amgen Inc.
4.13(13)	Amendment No. 2 to Share Purchase Agreement, dated March 17, 2020, by and between the Registrant and
	Amgen Inc.

5.1 Opinion of Mourant Ozannes regarding the issue of ordinary shares being registered

1. Consent of Ernst & Young Hua Ming LLP
2. Consent of Mourant Ozannes (included in Exhibit 5.1)

24.1 Power of Attorney (included on the signature page)

99.1(14) † Second Amended and Restated 2016 Share Option and Incentive Plan

99.2(15) † Amendment No. 1 to Second Amended and Restated 2016 Share Option and Incentive Plan

99.3(16) † Forms of Restricted Share Unit Award Agreement for Non-EmployeeDirectors under the 2016 Share Option and Incentive Plan

99.4(17) † Form of Global Restricted Share Unit Award Agreement for Employees under the Second Amended and Restated 2016 Share Option and Incentive Plan

99.5(18) † Form of Global Restricted Share Unit Award Agreement for Consultants under the Second Amended and Restated 2016 Share Option and Incentive Plan

99.6(19) † Form of Global Non-QualifiedShare Option Agreement for Employees under the Second Amended and Restated 2016 Share Option and Incentive Plan

99.7(20) † Form of Global Non-QualifiedShare Option Agreement for Non-EmployeeDirectors under the Second Amended and Restated 2016 Share Option and Incentive Plan

99.8(21) † Form of Global Non-QualifiedShare Option Agreement for Non-EmployeeConsultants under the Second Amended and Restated 2016 Share Option and Incentive Plan

1. Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on December 12, 2018, and incorporated herein by reference.
2. Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on February 11, 2016, and incorporated herein by reference.
3. Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on April 11, 2016, and incorporated herein by reference.
4. Filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-1/A (File No. 333-207459), filed with the U.S. Securities and Exchange Commission on December 9, 2015, and incorporated herein by reference.
5. Filed as Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 (File No. 333-207459), filed with the U.S. Securities and Exchange Commission on October 16, 2015, and incorporated herein by reference.
6. Filed as Exhibit 10.21 to the Registrant's Registration Statement on Form S-1/A (File No. 333-207459), filed with the U.S. Securities and Exchange Commission on January 27, 2016, and incorporated herein by reference.
7. Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686) filed with the U.S. Securities and Exchange Commission on November 17, 2016, and incorporated herein by reference.
8. Filed as Exhibit 4.7 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 10, 2016, and incorporated herein by reference.
9. Filed as Exhibit 4.9 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.
10. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on July 6, 2017, and incorporated herein by reference.
11. Filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on March 2, 2020, and incorporated herein by reference.

1. Filed as Exhibit 10.10 to the Registrant's Annual Report on Form 10-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on March 2, 2020, and incorporated herein by reference.
2. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on March 17, 2020, and incorporated herein by reference.
3. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on December 12, 2018, and incorporated herein by reference.
4. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on June 17, 2020, and incorporated herein by reference.
5. Filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 9, 2018 and incorporated herein by reference.
6. Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.
7. Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.
8. Filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.
9. Filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.
10. Filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37686), filed with the U.S. Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.

• Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with "[...***...]". BeiGene, Ltd. (the Registrant) has determined that the omitted information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

† Indicates a management contract or any compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands on August 6, 2020.

BEIGENE, LTD.

By: /s/ John V. Oyler

Name: John V. Oyler

Title: Chief Executive Officer and Chairman

POWER OF ATTORNEY

We, the undersigned directors, officers and/or authorized representative in the United States of BeiGene, Ltd., hereby severally constitute and appoint John V. Oyler, Howard Liang and Scott A. Samuels, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of BeiGene, Ltd., and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature			Title		Date
/s/ JOHN V. OYLER		Chief Executive Officer and Chairman		August 6, 2020
John V. Oyler		(Principal Executive Officer)
			Chief Financial Officer and Chief Strategy
/s/ HOWARD LIANG		Officer		August 6, 2020
Howard Liang		(Principal Financial and Accounting Officer)
/s/ TIMOTHY CHEN		Director		August 6, 2020
Timothy Chen
/s/ DONALD W. GLAZER		Director		August 6, 2020
Donald W. Glazer
/s/ MICHAEL GOLLER		Director		August 6, 2020
Michael Goller
/s/ ANTHONY C. HOOPER		Director		August 6, 2020
Anthony C. Hooper
/s/ RANJEEV KRISHANA		Director		August 6, 2020
Ranjeev Krishana
/s/ THOMAS MALLEY		Director		August 6, 2020
Thomas Malley
/s/ XIAODONG WANG		Director		August 6, 2020
Xiaodong Wang
/s/ JING-SHYH (SAM) SU		Director		August 6, 2020
Jing-Shyh (Sam) Su
/s/ QINGQING YI		Director		August 6, 2020
Qingqing Yi
BeiGene USA, Inc.
				Authorized Representative in the		August 6, 2020
By:	/s/ Scott A. Samuels			United States
Name:	Scott A. Samuels
Title:	Senior Vice President, General
	Counsel

Exhibit 5.1

BeiGene, Ltd.

94 Solaris Avenue

Camana Bay

PO Box 1348

Grand Cayman, KY1-1108

Cayman Islands

6 August 2020

Dear Sirs,

BeiGene, Ltd. (the Company)

We have acted as Cayman Islands legal advisers to the Company and have examined the registration statement on Form S-8 (the Registration Statement), to be filed by the Company with the Securities and Exchange Commission (the Commission) relating to the registration under the Securities Act of 1933, as amended, of an amount of Ordinary Shares of par value US$0.0001 in the capital of the Company (the Shares) for issuance pursuant to the Company's Second Amended and Restated 2016 Share Option and Incentive Plan, as amended by Amendment No. 1 (the 2016 Equity Plan).

As Cayman Islands counsel to the Company, we have examined the corporate authorisations of the Company in connection with the establishment of the 2016 Equity Plan, the registration of the 2016 Equity Plan with the Commission and the issue of the Shares pursuant to the 2016 Equity Plan by the Company and have assumed that the Shares have been and will be issued in accordance with the 2016 Equity Plan and the resolutions authorising their issue. Furthermore, we have assumed that the resolutions upon which we have relied were passed by the directors of the Company and/or the shareholders of the Company in the manner provided for in the articles of association of the Company which were in full force and effect at the time that the authorisations were given and that those authorisations have not been in any way amended, revoked or superseded and are in full force and effect.

It is our opinion that the Shares to be issued by the Company have been duly and validly authorised, and when issued, sold and paid for in the manner described in the 2016 Equity Plan in accordance with the resolutions adopted by the board of directors of the Company (or any committee to whom the board of directors have delegated their powers with respect to administration of the 2016 Equity Plan) and when appropriate entries have been made in the register of members of the Company, will be legally issued and credited as fully paid and non-assessable.

This opinion is subject to the qualification that under the Companies Law (as amended) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (as amended) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the Company's articles of association, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Yours faithfully

/s/ Mourant Ozannes

Mourant Ozannes

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended) of BeiGene, Ltd. of our reports dated March 2, 2020, with respect to the consolidated financial statements of BeiGene, Ltd. and the effectiveness of internal control over financial reporting of BeiGene, Ltd. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young Hua Ming LLP Beijing, People's Republic of China August 6, 2020