SecProbe.io

September 3, 2024
John V. Oyler
Chief Executive Officer
BeiGene, Ltd.
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Re:BeiGene, Ltd.
Registration Statement on Form S-4
Filed August 7, 2024
File No. 333-281324
Dear John V. Oyler:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.We note that you have an indirect controlling interest in your subsidiaries organized under
the laws of the People’s Republic of China through BeiGene (Hong Kong) Co., Limited.
Please revise this registration statement to provide specific and prominent disclosures in
the prospectus cover page about the legal and operational risks associated with China-
based companies, or otherwise advise. For additional guidance, please see the Division of
Corporation Finance's Sample Letters to China-Based Companies issued by the Staff in
December 2021 and July 2023.
Risk Factors, page 12
We note that you are incorporating by reference risk factors disclosed in your Form 10-K
for the fiscal year ended December 31, 2023 and subsequent reports on Form 10-Q. We 2.

September 3, 2024
Page 2
also note the changes you made to the disclosure appearing in the Risk Factor section of
the Form 10-K relating to legal and operational risks associated with operating in China
and PRC regulations as compared to your previously reviewed 10-K completed on June
15, 2022, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies seeks specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities. We remind you that,
pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities Act Rule 405
means “the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.” We do not believe that your revised disclosure
conveys the same risk. Please amend this Form S-4 to restore your disclosures in these
areas to the disclosures as they existed in prior filings, or otherwise advise. As examples,
and without limitation, we note that your disclosure in your Annual Report on Form 10-K
does not contain disclosure (i) that the PRC government may intervene in or influence
your operations at any time with little or no advance notice; (ii) references that the
Chinese government may intervene, influence, or control your business or value of your
securities; and that (iii) the Chinese government indicated an intent to exert more
oversight and control over offerings that are conducted overseas.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at 202-551-6761
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Edwin O’Connor, Esq.