| As filed with the Securities and Exchange Commission on March 31, 2016 | Registration No. 333 - 209044 |
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Mitchell S. Bloom
Michael J. Kendall
Edwin M. O’Connor
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
(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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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2000
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It is proposed that this filing become effective under Rule 466:
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immediately upon filing.
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on (Date) at (Time).
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The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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| Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| 1. | Name of Depositary and address of its principal executive office |
Face of Receipt - Introductory Article.
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| 2. |
Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center.
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| Terms of Deposit: | ||||
| (i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”)
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Face of Receipt - Upper right corner.
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| (ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (17) and (18).
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| (iii) |
The collection and distribution of dividends
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Reverse of Receipt - Paragraph (15).
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| (iv) |
The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (18).
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| (v) |
The sale or exercise of rights
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Reverse of Receipt – Paragraphs (15) and (17).
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| (vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17).
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| (vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
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| (viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (14).
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| Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| (ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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| (x) |
Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
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| (xi) |
Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraph (11).
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| Item 2. AVAILABLE INFORMATION |
Face of Receipt - Paragraph (14).
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(a)
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The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
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Legal entity created by the Deposit Agreement as amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive thirteen (13) ordinary shares of BeiGene, Ltd.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Leslie Deluca | |
| Name: Leslie Deluca | |||
| Title: Vice President | |||
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BeiGene, Ltd.
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By:
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/s/ John V. Oyler | |
| Name: | John V. Oyler | ||
| Title: | Chief Executive Officer and Chairman | ||
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Signature
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Title
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/s/ John V. Oyler
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Chief Executive Officer and Chairman
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John V. Oyler
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(Principal Executive Officer)
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/s/ Howard Liang
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Chief Financial Officer and Chief Strategy Officer | |
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Howard Liang
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(Principal Financial and Accounting Officer)
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/s/ Timothy Chen
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Timothy Chen
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Director
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| * | ||
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Michael Goller
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Director | |
| * | ||
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Donald W. Glazer
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Director |
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Signature
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Title
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| * | ||
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Ranjeev Krishana
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Director
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/s/ Thomas Malley
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Thomas Malley
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Director
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| * |
Director
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Ke Tang
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/s/ Xiaodong Wang
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Xiaodong Wang
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Director
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| * | ||
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Qingqing Yi
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Director
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| * By: | /s/ John V. Oyler |
Attorney-in-Fact
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John V. Oyler
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Puglisi & Associates
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/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director
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Authorized Representative in the United States
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)(i)
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Form of Amendment No. 1 to Deposit Agreement
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(a)(ii)
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Deposit Agreement
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