Item 1.01. Entry into a Material Definitive Agreement.



On November 30, 2021, the Company entered into a letter agreement (the "U.S.
Letter Agreement") with China International Capital Corporation Limited, Goldman
Sachs Gao Hua Securities Co. Ltd., Goldman Sachs (Asia) L.L.C., and J.P. Morgan
Securities (China) Company Limited, as the representatives (the
"Representatives") of the several underwriters listed on Schedule I thereto (the
"Underwriters"), which sets forth certain arrangements with respect to matters
in relation to the registration of the RMB Shares in the United States pursuant
to the Securities Act and the rights and obligations of each party to the U.S.
Letter Agreement in such matters.

The Company made certain customary representations, warranties and covenants
concerning the Company, the RMB Shares, the STAR Offering and the U.S.
Registration Documents in the U.S. Letter Agreement and also agreed to indemnify
the Representatives and the Underwriters against certain liabilities, including
liabilities under the Securities Act.

The representations and warranties and other statements in the U.S. Letter
Agreement (i) speak only as to the date on which they were made, and may be
modified or qualified by disclosures, agreements or understandings among the
parties, which the parties believe are not required by the securities laws to be
publicly disclosed, and (ii) may be subject to a different materiality standard
than the standard that is applicable to disclosures to investors. Moreover,
information concerning the subject matter of the representations and warranties
and other statements made in the U.S. Letter Agreement would likely change after
the date thereof, and subsequent information may or may not be fully reflected
in the Company's public disclosures. Accordingly, investors should not rely upon
representations and warranties and other statements in the U.S. Letter Agreement
as factual characterizations of the actual state of affairs of the Company.
Investors should instead look to disclosures contained in the Company's reports
under the Securities Exchange Act of 1934, as amended.

The foregoing description of certain terms of the U.S. Letter Agreement and the
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the U.S. Letter
Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by
reference herein. A copy of the opinion of Mourant Ozannes, relating to the
legality of the RMB Shares being sold in the STAR Offering, is filed as Exhibit
5.1 hereto and is incorporated by reference herein.



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Item 8.01. Other Events.



On December 1, 2021, the Company entered into an agreement governed by the PRC
law with the Underwriters in connection with the STAR Offering (the "PRC
Underwriting Agreement"). Pursuant to the PRC Underwriting Agreement, the
Company agreed to offer 115,055,260 ordinary shares (or 132,313,260 ordinary
shares if China International Capital Corporation Limited exercises its option
to obligate us to issue additional ordinary shares in full), par value $0.0001
per share, which represents 8.62% (or 9.79% if China International Capital
Corporation Limited exercises its option to obligate us to issue additional
ordinary shares in full) of the Company's total outstanding ordinary shares as
of October 31, 2021, after giving effect to the shares offered. The public
offering price of the RMB Shares is RMB192.60 per ordinary share, which equates
to HK$234.89 per ordinary share and US$391.68 per American Depositary Share
("ADS"), based on an assumed exchange rate of RMB0.81996 to HK$1.00 and
RMB6.3924 to US$1.00. Each ADS represents 13 ordinary shares. The gross proceeds
to the Company from the STAR Offering, before deducting underwriting commissions
and other estimated offering expenses, are expected to be approximately RMB22.2
billion, or approximately US$3.5 billion, based on an assumed exchange rate of
RMB6.3924 to US$1.00. The Company expects to use the net proceeds from the STAR
Offering to fund its research and clinical development, construction of its
research and development centers and a manufacturing plant in China, sales and
marketing force expansion in China, and for working capital and general
corporate purposes.

Pursuant to the terms and subject to the conditions to closing as set forth in
the PRC Underwriting Agreement, the Underwriters have agreed to procure
subscription applications for the RMB Shares and undertake other actions to
facilitate the sale, offering and distribution of the RMB Shares in the PRC. In
particular, in accordance with the rules of the SSE, affiliates of China
International Capital Corporation Limited and Goldman Sachs Gao Hua Securities
Co. Ltd. (the "PRC Joint Sponsors") will participate in the STAR Offering as
strategic investors and subscribe for up to 2% of the total RMB Shares to be
sold in the STAR Offering for their own accounts using their own funds. In the
event where there are insufficient orders to subscribe for the RMB Shares, the
Underwriters have agreed to purchase such remaining amount in proportion to
their respective subscription commitment specified in certain underwriting
syndicate agreement among all of the Underwriters. The Company made certain
customary representations, warranties and covenants concerning the Company, the
RMB Shares, the STAR Offering and the PRC Prospectus in the PRC Underwriting
Agreement and also agreed to indemnify the Underwriters against certain
liabilities.

In connection with the STAR Offering, the Company included the following risk
factor in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement, which also supplements the risk factors described under "Item 1A.
Risk Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2021, June 30, 2021 and September 30, 2021, and should be read in
conjunction with the other risk factors presented in such Annual Report on Form
10-K and Quarterly Reports on Form 10-Q.

Risks Related to the RMB Shares, Offshore Shares, American Depositary Shares and the STAR Offering

The triple listing of our ADSs, Offshore Shares and RMB Shares may adversely affect the liquidity and value of our ADSs, Offshore Shares and/or RMB Shares.



Our ADSs are traded on the NASDAQ, our existing ordinary shares maintained on
our Cayman register in Cayman Islands and Hong Kong register in Hong Kong, or
Offshore Shares, are traded on the HKEx, and our RMB Shares will be traded on
the STAR Market upon completion of the STAR Offering. The triple listing of our
ADSs, Offshore Shares and RMB Shares may dilute the liquidity of these
securities in one or all three markets and may adversely affect the maintenance
of an active trading market for ADSs in the United States, the Offshore Shares
in Hong Kong, or the RMB Shares in the PRC. The price of our ADSs, Offshore
Shares and RMB Shares could also be adversely affected by trading of our
securities on other markets. We may decide at some point in the future to delist
our RMB Shares from the STAR Market, and our shareholders may approve such
delisting. We cannot predict the effect such delisting of our RMB Shares on the
STAR Market would have on the market price of our ADSs on the NASDAQ or our
Offshore Shares on the HKEx.



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Forward-Looking Statements



This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and other
securities laws, including statements regarding the STAR Offering. Actual
results may differ materially from those indicated in the forward-looking
statements as a result of various important factors, including the possibility
that the conditions, including market conditions and customary closing
conditions related to the STAR Offering, will not be met and that BeiGene will
be unable to consummate the STAR Offering; the possibility that BeiGene will not
realize the expected benefits of the transaction; BeiGene's ability to
demonstrate the efficacy and safety of its drug candidates; the clinical results
for its drug candidates, which may not support further development or marketing
approval; actions of regulatory agencies, which may affect the initiation,
timing and progress of clinical trials and marketing approval; BeiGene's ability
to achieve commercial success for its marketed medicines and drug candidates, if
approved; BeiGene's ability to obtain and maintain protection of intellectual
property for its medicines and technology; BeiGene's reliance on third parties
to conduct drug development, manufacturing and other services; BeiGene's limited
experience in obtaining regulatory approvals and commercializing pharmaceutical
products and its ability to obtain additional funding for operations and to
complete the development and commercialization of its drug candidates and
achieve and maintain profitability; the impact of the COVID-19 pandemic on the
BeiGene's clinical development, regulatory, commercial, and other operations, as
well as those risks more fully discussed in the section entitled "Risk Factors"
in BeiGene's most recent quarterly report on Form 10-Q as well as discussions of
potential risks, uncertainties, and other important factors in BeiGene's
subsequent filings with the U.S. Securities and Exchange Commission. All
information in this Current Report is as of the date of this Current Report, and
BeiGene undertakes no duty to update such information unless required by law.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.            Description

       1.1                U.S. Letter Agreement, dated as of November 30, 2021, by and among the
                          Company and China International Capital

Corporation Limited, Goldman Sachs

Gao Hua Securities Co. Ltd., Goldman Sachs (Asia)

L.L.C., and J.P. Morgan

Securities (China) Company Limited, as the

representatives of the several


                          underwriters listed on Schedule I thereto

       5.1                Opinion of Mourant Ozannes

       23.1               Consent of Mourant Ozannes (included in Exhibit 5.1)

       104                The cover page from this Current Report on Form

8-K, formatted in Inline XBRL

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