Item 3.03. Material Modification to Rights of Security Holders.

See the disclosure set forth in Item 5.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On June 16, 2021, at the 2021 Annual General Meeting of Shareholders (the
"Annual Meeting") of BeiGene, Ltd. (the "Company"), the Company's shareholders
approved the Sixth Amended and Restated Memorandum and Articles of Association
(the "Sixth Restated Articles"), which will become effective and will be filed
with the Cayman Islands Registrar of Companies conditioned on and subject to the
listing of the shares (the "RMB Shares") to be traded in Renminbi ("RMB") on the
Science and Technology Innovation Board (the "STAR Market") of the Shanghai
Stock Exchange. Prior to that, the Fifth Amended and Restated Memorandum and
Articles of Association shall continue to apply. The Sixth Restated Articles
include the following key changes:

Transfer of Shares



To comply with the Rules Governing the Listing of Securities on the Science and
Technology Innovation Board of the Shanghai Stock Exchange and other applicable
PRC securities regulations, in the Sixth Restated Articles, the Company amended
the existing articles such that the transfer of any shares through electronic
transfer as recognized by the designated stock exchanges shall be deemed to
satisfy the requirement of form of instrument of transfer under the Sixth
Restated Articles.

Proceedings at General Meetings



In the Sixth Restated Articles, the Company amended the existing articles such
that the Company could hold a general meeting of shareholders as a physical
meeting, as a hybrid meeting or as an electronic meeting. To the extent required
by the designated stock exchange rules, the Company shall facilitate
shareholders of RMB Shares to attend a general meeting through an online voting
platform, and such attendance by the shareholders shall be deemed to constitute
presence in person at the meeting.

Exclusive Federal Forum



In the Sixth Restated Articles, the Company amended the existing articles such
that unless the Company consents in writing to the selection of an alternative
forum, the U.S. federal district courts shall be the sole and exclusive forum
for resolving any complaints asserting a cause of actions under the U.S.
Securities Act of 1933, as amended.

The Sixth Restated Articles also contain consequential changes to the amendments described above.



Additional information about the Sixth Restated Articles is included in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 30, 2021 (the "Proxy Statement"). In addition, the foregoing
description of the key changes to the existing articles are qualified by
reference to the Sixth Restated Articles, a copy of which is filed hereto as
Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.



On June 16, 2021, the Company held its Annual Meeting. As disclosed in the Proxy
Statement, there were 1,197,322,617 ordinary shares entitled to vote at the
Annual Meeting as of the record date of April 19, 2021 (the "Record Date"), of
which approximately 974,614,433 were held in the name of Citibank, N.A., which
issues Company-sponsored American Depositary Receipts evidencing American
Depositary Shares ("ADSs"), which, in turn, each represent 13 ordinary shares.

At the Annual Meeting, of the ordinary shares entitled to vote, 1,037,286,911
ordinary shares, including ordinary shares represented by ADSs, or approximately
86.6% of the outstanding ordinary shares on the Record Date, were present and
voted in person or by proxy (including abstentions) for Resolutions 1 to 6 and
Resolutions 9 to 17; 1,031,862,911 ordinary shares, including ordinary shares
represented by ADSs, or approximately 86.2% of the outstanding ordinary shares
on the Record Date, were present and voted in person or by proxy (including
abstentions) for Resolutions 7 and 8. In accordance with the Company's Fifth
Amended and Restated Memorandum and Articles of Association, (a) the quorum
required for a general meeting of shareholders at which an ordinary resolution
is proposed consists of such shareholders present in person or by proxy who
together hold shares carrying the right to at least a simple majority of all
votes capable of being exercised on a poll, and (b) the quorum required for a
general meeting of shareholders at which a special resolution is proposed
consists of such shareholders present in person or by proxy who together hold
shares carrying the right to at least a two-thirds majority of all votes capable
of being exercised on a poll.

The matters set forth below were voted on by the Company's shareholders as of
the Record Date at the Annual Meeting. Detailed descriptions of these matters
and the voting procedures applicable to these matters at the Annual Meeting are
contained in the Proxy Statement. Set forth below are the total number of shares
voted for and against each matter, as well as the total number of abstentions
and broker non-votes with respect to each matter.


--------------------------------------------------------------------------------

(1) Ordinary resolution: to re-elect Donald W. Glazer to serve as a Class II
director until the 2024 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 928,014,539        107,174,653         2,097,719                -

Accordingly, Donald W. Glazer was re-elected to serve as a Class II director.




(2) Ordinary resolution: to re-elect Michael Goller to serve as a Class II
director until the 2024 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:

   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,027,704,667         7,484,525          2,097,719                -

Accordingly, Michael Goller was re-elected to serve as a Class II director.



(3) Ordinary resolution: to re-elect Thomas Malley to serve as a Class II
director until the 2024 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:

   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,032,105,592         3,083,600          2,097,719                -

Accordingly, Thomas Malley was re-elected to serve as a Class II director.

(4) Ordinary resolution: to re-elect Corazon (Corsee) D. Sanders to serve as a Class II director until the 2024 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal:



   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,035,763,532          437,658           1,085,721                -

Accordingly, Corazon (Corsee) D. Sanders was re-elected to serve as a Class II director.



The proposals for the election of directors related solely to the election of
Class II directors nominated by the Board of Directors. The terms of the
following directors continued after the Annual Meeting: John V. Oyler, Timothy
Chen, Anthony C. Hooper, Ranjeev Krishana, Jing-Shyh (Sam) Su, Xiaodong Wang and
Qingqing Yi.

(5) Ordinary resolution: to approve and ratify the appointment of Ernst & Young
Hua Ming LLP and Ernst & Young as the Company's independent registered public
accounting firms for the fiscal year ending December 31, 2021:

   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,036,025,755          173,498           1,087,658                -



Accordingly, the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as
the Company's independent registered public accounting firms was approved and
ratified.

(6) Ordinary resolution: within the parameters of Rule 13.36 of the Rules
Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited,
to approve the granting of a share issue mandate to the Board of Directors to
issue, allot or deal with unissued ordinary shares and/or ADSs not exceeding 20%
of the total number of issued ordinary shares of the Company as at the date of
passing of such ordinary resolution up to the next annual general meeting of
shareholders of the Company (the "General Mandate to Issue Shares"):

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 990,583,846        45,605,644          1,097,421                -

Accordingly, the General Mandate to Issue Shares was approved.

--------------------------------------------------------------------------------



(7) Ordinary resolution: to authorize the Company and its underwriters, in their
sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse
Capital Management, Ltd. and parties affiliated with each of them (the "Existing
Shareholders"), up to a maximum amount of shares in order to maintain the same
shareholding percentage of each of the Existing Shareholders (based on the
then-outstanding share capital of the Company) before and after the allocation
of the corresponding securities issued pursuant to an offering conducted
pursuant to the general mandate set forth above for a period of five years,
which period will be subject to an extension on a rolling basis each year (the
"Connected Person Placing Authorization I"):

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 618,184,101        135,863,251        277,815,559               -

Accordingly, the Connected Person Placing Authorization I was approved.



(8) Ordinary resolution: to authorize the Company and its underwriters, in their
sole discretion to allocate to each of the Existing Shareholders, up to a
maximum amount of shares in order to maintain the same shareholding percentage
of each of the Existing Shareholders (based on the then-outstanding share
capital of the Company) before and after the proposed issue RMB Shares to be
listed on the STAR Market of the Shanghai Stock Exchange and to be traded in RMB
pursuant to the general mandate set forth above (the "Connected Person Placing
Authorization IA (for the Issue of RMB Shares)"):

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 618,210,751        135,841,658        277,810,502               -

Accordingly, the Connected Person Placing Authorization IA (for the Issue of RMB Shares) was approved.



(9) Ordinary resolution: to authorize the Company and its underwriters, in their
sole discretion, to allocate to Amgen Inc. ("Amgen") up to a maximum amount of
shares in order to maintain the same shareholding percentage of Amgen (based on
the then-outstanding share capital of the Company) before and after the
allocation of the corresponding securities issued pursuant to an offering
conducted pursuant to the general mandate set forth above for a period of five
years, which period will be subject to an extension on a rolling basis each year
(the "Connected Person Placing Authorization II"):

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 684,519,278        115,420,094        237,347,539               -

Accordingly, the Connected Person Placing Authorization II was approved.




(10) Ordinary resolution: to authorize the Company and its underwriters, in
their sole discretion, to allocate to Amgen, up to a maximum amount of shares in
order to maintain the same shareholding percentage of Amgen (based on the
then-outstanding share capital of the Company) before and after the proposed
issue of shares to be listed on the STAR Market and to be traded in RMB pursuant
to the general mandate set forth above (the "the Connected Person Placing
Authorization IIA (for the Issue of RMB Shares)"):
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 684,515,638        115,423,734        237,347,539               -

Accordingly, the Connected Person Placing Authorization IIA was approved.



(11) Ordinary resolution: to approve the grant of an option to acquire shares to
Amgen to allow Amgen to subscribe for additional shares under a specific mandate
in an amount necessary to enable it to increase (and subsequently maintain) its
ownership at approximately 20.6% of the Company's outstanding share capital, up
to an aggregate of 75,000,000 ordinary shares during the option term, pursuant
to the terms of the Restated Amendment No. 2 dated September 24, 2020 (the
"Restated Second Amendment") to the Share Purchase Agreement dated October 31,
2019 (the "Share Purchase Agreement"), as amended, by and between the Company
and Amgen:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 703,516,653        96,421,445         237,348,813               -

Accordingly, the grant of an option to acquire shares to Amgen pursuant to the terms of the Restated Second Amendment was approved.

--------------------------------------------------------------------------------



(12) Ordinary resolution: to approve the grant of restricted share units
("RSUs") with a grant date fair value of $3,750,000 to Mr. John V. Oyler under
the Second Amended and Restated 2016 Share Option and Incentive Plan (as
amended, the "2016 Plan"), according to the terms and conditions described in
the Proxy Statement;

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 886,826,882        93,158,154          57,301,875               -

Accordingly, the grant of RSUs to Mr. John V. Oyler under the 2016 Plan was approved.



(13) Ordinary resolution: to approve the grant of RSUs with a grant date fair
value of $1,000,000 to Dr. Xiaodong Wang under the 2016 Plan, according to the
terms and conditions described in the Proxy Statement:

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 930,855,170        94,151,159          12,280,582               -

Accordingly, the grant of RSUs to Dr. Xiaodong Wang under the 2016 Plan was approved.



(14) Ordinary resolution: to approve the grant of RSUs with a grant date fair
value of $200,000 to each of the non-executive and independent non-executive
directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W. Glazer, Mr.
Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Corazon (Corsee) D.
Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi, under the 2016 Plan,
according to the terms and conditions described in the Proxy Statement:

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 939,294,579        94,153,759          3,838,573                -



Accordingly, the grant of RSUs to each of the non-executive and independent
non-executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Mr. Donald W.
Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley, Dr. Corazon
(Corsee) D. Sanders, Mr. Jing-Shyh (Sam) Su and Mr. Qingqing Yi, under the 2016
Plan, was approved.

(15) Ordinary resolution: to approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement:

Votes For Votes Against Abstentions Broker Non-Votes


 924,537,017        111,638,134         1,111,760                -

Accordingly, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved.

(16) Special resolution: to adopt the Sixth Amended and Restated Memorandum and Articles of Association of the Company, conditioned on and subject to the listing of the RMB Shares on the STAR Market.



   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,016,850,033        19,335,830          1,101,048                -

Accordingly, the Sixth Amended and Restated Memorandum and Articles of Association were adopted, conditioned on and subject to the listing of the RMB Shares on the STAR Market.



(17) Ordinary resolution: to approve the adjournment of the Annual Meeting by
the chairman, if necessary, to solicit additional proxies if there are
insufficient votes at the time of the Annual Meeting, to approve any of proposed
Resolutions 1 through 16.

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 885,431,684        150,759,366         1,095,861                -



Accordingly, the adjournment of the Annual Meeting by the chairman, if
necessary, to solicit additional proxies if there are insufficient votes at the
time of the Annual Meeting, to approve any of proposed Resolutions 1 through 16,
was approved.




--------------------------------------------------------------------------------

Item 8.01. Other Events.



On June 17, 2021, the Company announced that the first patient was dosed in the
global Phase 3 AdvanTIG-302 trial of BeiGene's investigational anti-TIGIT
antibody ociperlimab (BGB-A1217) in combination with its anti-PD-1 antibody
tislelizumab, for the first-line treatment of patients with locally advanced,
unresectable, or metastatic non-small cell lung cancer whose tumors exhibit high
PD-L1 expression and do not harbor EGFR-sensitizing mutations or ALK
translocations. This marks the initiation of the first Phase 3 clinical trial in
the planned global pivotal program for ociperlimab. The full text of this press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.            Description

       3.1                Sixth Amended and Restated Memorandum and Articles of Association,
                          effective upon completion of the listing of the RMB Shares on the STAR
                          Market

       99.1               Press Release titled "BeiGene Announces First

Patient Dosed in Global Phase


                          3 Trial of Anti-TIGIT Antibody Ociperlimab in

Non-Small Cell Lung Cancer",


                          issued by BeiGene, Ltd. on June 17, 2021.

       104                The cover page from this Current Report on Form 8-K, formatted in Inline
                          XBRL






--------------------------------------------------------------------------------


                                 Exhibit Index

   Exhibit No.            Description

       3.1                  Sixth Amended and Restated Memorandum and Articles of Association,
                          effective upon completion of the listing of the RMB Shares on the STAR
                          Market

       99.1                 Press Release titled "BeiGene Announces First Patient Dosed in Global
                          Phase 3 Trial of Anti-TIGIT Antibody Ociperlimab in Non-Small Cell Lung
                          Cancer", issued by BeiGene, Ltd. on June 17, 2021.

       104                The cover page from this Current Report on Form 8-K, formatted in Inline
                          XBRL

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