SEC Comment Letter 0000000000-24-011730 to BeOne Medicines Ltd. (BEIGF)
BeOne Medicines Ltd.
Date: Oct. 18, 2024 · CIK: 0001651308 · Accession: 0000000000-24-011730
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-281324
Letter
October 18, 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 reviewed your amended registration statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our September 3, 2024 letter. Registration Statement on Form S-4 Risk Factors We note your response to prior comment 2 as reflected in the Current Report on Form 8-K that was filed on September 30, 2024. In particular, we note in the summary of risk factors you discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws. Please also include that the rules and regulations in China can change quickly and with little advance notice. In addition, given the Chinese government’s significant oversight and discretion over the conduct and operations of your business, please revise your risk factors to describe any material impact that intervention, influence, or control by the Chinese government has or may have on your business or on the value of your securities. Specifically, 1.
October 18, 2024 Page 2 please highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Further, in the risk factor summary, please include the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. 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. 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.
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October 18, 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 reviewed your amended registration statement and have the following
comment.
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. Unless we note
otherwise, any references to prior comments are to comments in our September 3, 2024 letter.
Registration Statement on Form S-4
Risk Factors
We note your response to prior comment 2 as reflected in the Current Report on Form
8-K that was filed on September 30, 2024. In particular, we note in the summary of
risk factors you discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws. Please also include that the rules
and regulations in China can change quickly and with little advance notice. In
addition, given the Chinese government’s significant oversight and discretion over the
conduct and operations of your business, please revise your risk factors to describe
any material impact that intervention, influence, or control by the Chinese government
has or may have on your business or on the value of your securities. Specifically, 1.
October 18, 2024
Page 2
please highlight the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations
and/or the value of your securities. Further, in the risk factor summary, please include
the risk that the Chinese government may intervene or influence your operations at
any time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities. 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.
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.