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    


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