As filed with the United States Securities and Exchange Commission on November 17, 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BEIGENE, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
(State or Other Jurisdiction of Incorporation or Organization) |
2834
(Primary Standard Industrial Classification Code Number) |
98-1209416
(I.R.S. Employer Identification Number) |
c/o Mourant Ozannes Corporate 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)
C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to: | ||||
Mitchell S. Bloom Michael J. Kendall Edwin M. O'Connor Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 |
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John V. Oyler Chief Executive Officer and Chairman c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1-1108 Cayman Islands +1 (345) 949 4123 |
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Bruce K. Dallas Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer o |
Non-Accelerated Filer
ý
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
(1)
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Proposed Maximum
Aggregate Offering Price (2)(3) |
Amount of
Registration Fee |
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Ordinary Shares, par value $0.0001 per share |
$28,750,000 | $3,333 | ||
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This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"). The contents of the Registration Statement on Form S-1 (File No. 333-214540) filed by BeiGene, Ltd. with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, which was declared effective by the Commission on November 17, 2016, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
2
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on November 17, 2016.
BEIGENE, LTD. | ||||||
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By: |
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/s/ JOHN V. OYLER |
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Name: | John V. Oyler | |||||
Title: |
Chief Executive Officer and Chairman
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Signature
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Title
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Date
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/s/ JOHN V. OYLER
John V. Oyler |
Chief Executive Officer, Chairman and Director (Principal Executive Officer) | November 17, 2016 | ||||||
/s/ HOWARD LIANG Howard Liang |
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Chief Financial Officer and Chief Strategy Officer (Principal Financial and Accounting Officer) |
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November 17, 2016 |
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* Timothy Chen |
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Director |
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November 17, 2016 |
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* Donald W. Glazer |
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Director |
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November 17, 2016 |
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* Michael Goller |
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Director |
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November 17, 2016 |
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* Ranjeev Krishana |
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Director |
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November 17, 2016 |
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* Thomas Malley |
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Director |
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November 17, 2016 |
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* Ke Tang |
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Director |
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November 17, 2016 |
II-1
Signature
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Title
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Date
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* Xiaodong Wang |
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Director |
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November 17, 2016 |
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* Qingqing Yi |
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Director |
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November 17, 2016 |
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BeiGene USA, Inc. |
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By: |
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/s/ JOHN V. OYLER |
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Authorized Representative in the |
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November 17, 2016 |
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Name: | John V. Oyler | United States | ||||||
Title: | Chief Executive Officer |
*By: |
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/s/ JOHN V. OYLER |
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Attorney-in-Fact |
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November 17, 2016 |
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John V. Oyler |
II-2
Exhibit No. | Exhibit Title | ||
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5.1 | Opinion of Mourant Ozannes | ||
23.1 | Consent of Ernst & Young Hua Ming LLP | ||
23.2 | Consent of Mourant Ozannes (included in Exhibit 5.1) | ||
24.1 | Power of Attorney (incorporated by reference to Registration Statement on Form S-1 (File No. 333-214540) filed November 10, 2016) |
II-3
6th Floor
125 Old Broad Street London EC2N 1AR T +44 20 7796 7600 F +44 20 7786 7699 mourantozannes.com |
BeiGene, Ltd.
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman, KY1-1108
Cayman Islands
17 November 2016
Dear Sirs and Mesdames,
BeiGene, Ltd. ( the Company )
We have acted as Cayman Islands legal advisers to the Company in connection with the Company's registration statement on Form S-1 (File No. 333-214540), including all amendments or supplements thereto (the Registration Statement ), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date and the related registration statement filed pursuant to Rule 462(b) of the U.S. Securities Act of 1933, as amended, (the Rule 462(b) Registration Statement ), relating to the offering (the Offering ) by the Company and certain shareholders of the Company (the Selling Shareholders ) of certain American Depositary Shares (the ADSs ) representing the Company's ordinary shares of par value US$0.0001 each (the Shares ).
We are furnishing this opinion as Exhibit 5.1 to the Rule 462(b) Registration Statement.
1. Documents Reviewed
For the purposes of this opinion we have examined a copy of each of the following documents:
Mourant Ozannes is a Cayman Islands partnership
A list of the partners is available at mourantozannes.com
2. Assumptions
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
3. Opinion
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
4. Qualifications
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
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 M&A, 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 hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the reference to our name under the headings Enforceability of Civil Liabilities , Taxation and Legal Matters and elsewhere in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Mourant Ozannes
Mourant Ozannes
Enc.
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of the reference to our firm under the caption "Experts" and to the incorporation by reference of our report dated March 29, 2016, with respect to the consolidated financial statements of BeiGene, Ltd. incorporated by reference in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-214540) and related Prospectus of BeiGene, Ltd. for the registration of its ordinary shares in the form of American Depositary Shares.
/s/
Ernst & Young Hua Ming LLP
Beijing, People's Republic of China
November 17, 2016