8-A12B 1 a15-18241_88a12b.htm 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

BEIGENE, LTD.

(Exact Name of Registrant as Specified in its Charter)

 

 

Cayman Islands

 

Not Applicable

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

c/o Mourant Ozannes Corporate
Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman KY1-1108
Cayman Islands

 

Not Applicable

(Address of principal executive offices)

 

(Zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of exchange on which
each class is to be registered

American Depositary Shares, each
representing 13 ordinary shares, par value $0.0001 per share

 

The NASDAQ Stock Market LLC

 

 

 

Ordinary Shares, par value $0.0001 per share*

 

The NASDAQ Stock Market LLC*

 

*      Not for trading, but only in connection with the listing of the American Depositary Shares on The NASDAQ Stock Market LLC. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6 (File No. 333-209044). Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following.  o

 

Securities Act registration statement number to which the form relates:

333-207459

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 


 

Item 1.                  Description of Registrant’s Securities to be Registered.

 

BeiGene, Ltd. (the “Company”) hereby incorporates by reference (a) the description of its ordinary shares, par value $0.0001 per share, contained under the heading “Description of Share Capital,” (b) the description of its American Depositary Shares, each representing 13 ordinary shares, par value $0.0001 per share, contained under the heading “Description of American Depositary Shares,” and (c) the information set forth under the heading “Taxation,” in each case, in the Company’s Registration Statement on Form S-1 (File No. 333-207459), as originally filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2015, as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Company with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which information and prospectus shall be deemed to be incorporated by reference herein.

 

Item 2.                  Exhibits.

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

BEIGENE, LTD.

 

 

Date: January 29, 2016

By:

/s/ John V. Oyler

 

 

Name:

John V. Oyler

 

 

Title:

Chief Executive Officer and Chairman

 

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