As filed with the U.S. Securities and Exchange Commission on August 8, 2022
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 Islands98-1209416
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer
Identification Number)
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman KY1-1108
Cayman Islands
+1 (345) 949 4123
(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
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Chan Lee
Senior Vice President, General Counsel
c/o BeiGene USA, Inc.
55 Cambridge Parkway
Suite 700W
Cambridge, MA 02142
(781) 801-1800
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 filerý Accelerated filero
Non-accelerated fileroSmaller reporting companyo
   Emerging growth companyo
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





REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 registers an additional 66,300,000 Ordinary Shares under the Second Amended and Restated 2016 Share Option and Incentive Plan, as amended by Amendment No. 1 and Amendment No. 2 (the “2016 Equity Plan”), representing 66,300,000 Ordinary Shares added to the plan by Amendment No. 2. 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, 333-228786 and 333-241697) filed on February 5, 2016; March 22, 2017; February 28, 2018; December 13, 2018; and August 6, 2020, 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 NumberDescription
 
4.1(1)
  
4.2(2)
  
4.3(3)
  
4.4(4)
  
4.5(5)
  
4.6(6)
4.7(7)
  
4.8(8)
  
4.9(9)
  
4.10(10)#
  
4.11(11)


4.12(12)
5.1*
  
23.1*
  
23.2*Consent of Mourant Ozannes (included in Exhibit 5.1).
  
24.1*Power of Attorney (included on the signature page).
  
99.1(13) †
  
99.2(14) †
99.3(15) †
99.3(16) †
99.4(17) †
99.5(18) †
99.6(19) †
99.7(20) †
99.8(21) †
107*
(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 17, 2021, 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 4.1 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.

(6) 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 2, 2020, and incorporated herein by reference.

(7) 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.

(8) 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.

(9) 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.

(10) 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.

(11) 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.

(12) 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.

(13) 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 September 24, 2020, and incorporated herein by reference.

(14) 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.

(15) 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 22, 2022, and incorporated herein by reference.

(16) 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 8, 2022 and incorporated herein by reference.

(17) 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 8, 2022, and incorporated herein by reference.

(18) 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 8, 2022, and incorporated herein by reference.

(19) 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 8, 2022, and incorporated herein by reference.

(20) 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 8, 2022, and incorporated herein by reference.

(21) Filed as Exhibit 10.8 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 8, 2022, 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.

* Filed herewith.




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 8, 2022.

 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, Julia Wang and Chan Lee, 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.





image_3.jpg
SignatureTitleDate
/s/ JOHN V. OYLERChief Executive Officer and ChairmanAugust 8, 2022
John V. Oyler(Principal Executive Officer)
/s/ JULIA WANGChief Financial OfficerAugust 8, 2022
Julia Wang(Principal Financial and Accounting Officer)
/s/ ANTHONY C. HOOPERDirectorAugust 8, 2022
Anthony C. Hooper
/s/ MARGARET DUGANDirectorAugust 8, 2022
Margaret Dugan
/s/ DONALD W. GLAZERDirectorAugust 8, 2022
Donald W. Glazer
/s/ MICHAEL GOLLERDirectorAugust 8, 2022
Michael Goller
/s/ RANJEEV KRISHANADirectorAugust 8, 2022
Ranjeev Krishana
/s/ THOMAS MALLEYDirectorAugust 8, 2022
Thomas Malley
/s/ ALESSANDRO RIVADirectorAugust 8, 2022
Alessandro Riva
/s/ CORAZON (CORSEE) D. SANDERSDirectorAugust 8, 2022
Corazon (Corsee) D. Sanders
/s/ XIAODONG WANGDirectorAugust 8, 2022
Xiaodong Wang
/s/ QINGQING YIDirectorAugust 8, 2022
Qingqing Yi



BeiGene USA, Inc.    
     
     
  Authorized Representative in the United States August 8, 2022
By:/s/ CHAN LEE    
Name:Chan Lee    
Title:Senior Vice President, General Counsel    
Exhibit 107
CALCULATION OF REGISTRATION FEE
Form S-8
(Form Type)
BEIGENE, LTD.
(Exact name of Registrant as Specified in its Charter)
Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(2)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
Newly Registered Securities
Fees to Be PaidEquity
Ordinary Shares, par value $0.0001 per share(1)
Rule 457(c) and Rule 457(h)
66,300,000(3)
$12.68(4)
$840,684,0000.0000927$77,931.41
Total Offering Amounts$840,684,000$77,931.41
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due$77,931.41

(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 and Amendment No. 2 (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 an increase of 66,300,000 Ordinary Shares under the 2016 Equity Plan effective June 22, 2022.

(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 ($168.60) and low ($161.08) sale prices of the Registrant’s ADSs, as quoted on the Nasdaq Global Select Market on August 1, 2022 divided by 13, the then Ordinary Share-to-ADS ratio.

Exhibit 5.1

BeiGene, Ltd.
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman KY1-1108
Cayman Islands

8 August 2022

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 additional 66,300,000 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 and Amendment No. 2 (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 Act (as amended) of the Cayman Islands (the Companies Act), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act 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 (CAYMAN) LLP
Mourant Ozannes (Cayman) LLP

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 February 28, 2022, 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, 2021, filed with the Securities and Exchange Commission.


/s/ Ernst & Young Hua Ming LLP    
Beijing, People’s Republic of China    
August 8, 2022