百济神州美股招股说明书(2018-07-27版)

424B5 1 a2236329z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTS 2Table of Contents Filed pursuant to Rule 424(b)(5)Registration No. 333-218301 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED JULY 27, 2018 PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated May 26, 2017)65,600,000 Ordinary Shares BeiGene, Ltd. We are offering 65,600,000 ordinary shares, par value $0.0001 per share, of BeiGene, Ltd as part of a global offering, including a Hong Kong public offering of 5,904,000 ordinary shares. We anticipate that the public offering price will be between HK$94.40 and HK$111.60 per share, or between approximately $12.03 and $14.22 per share based on an assumed exchange rate of HK$7.8491 to $1.00. The allocation of ordinary shares between the Hong Kong public offering and the international offering is subject to adjustment as described in "Underwriting" beginning on page S-36 of this prospectus supplement. This prospectus supplement and the accompanying prospectus cover the offer and sale of ordinary shares in the United States, although we are paying a registration fee that also covers ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States.We have applied to list our ordinary shares on The Stock Exchange of Hong Kong Limited, or HKEx, under the stock code "6160." Our American Depositary Shares, or ADSs, are currently listed on the NASDAQ Global Select Market, or NASDAQ, under the symbol "BGNE." Each ADS represents 13 ordinary shares. The last reported sale price of the ADSs on the NASDAQ on July 26, 2018 was $173.12 per ADS.Investing in our ordinary shares involves a high degree of risk. See "Risk Factors" beginning on page S-12 to read about factors you should consider before buying our ordinary shares. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PRICE: HK$ PER SHARE Per Share Total Public offering price(1) HK$ HK$ Underwriting discounts(2) HK$ HK$ Proceeds, before expenses, to us HK$ HK$ (1)Includes estimated net proceeds of HK$ from the sale of 5,904,000 ordinary shares in the Hong Kong public offering. (2)We refer you to "Underwriting" beginning on page S-36 of this prospectus supplement for additional information regarding total underwriting compensation.We have granted the joint global coordinators the right to purchase up to 9,840,000 additional ordinary shares from us during the 30-day period from the last day for the lodging of applications under the Hong Kong public offering.Certain investors, including investors affiliated with Baker Bros. Advisors, Hillhouse Capital Management, Ltd., GIC Private Limited and Ally Bridge LB Healthcare Master Fund Limited, have agreed to purchase an aggregate of 19,842,000 ordinary shares in this offering on the same terms as other investors, assuming a public offering price of HK$111.60, the high end of the indicative range set forth in this prospectus supplement (and assuming no exercise of the joint global coordinators' option to purchase additional ordinary shares). See "The Offering."The underwriters expect to deliver the ordinary shares against payment on or about , 2018.Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead ManagersMorgan Stanley Goldman Sachs (Asia) L.L.C.Joint Global Coordinators, Joint Bookrunners and Joint Lead ManagersCredit Suisse CLSA Joint Bookrunners and Joint Lead Managers CICC Deutsche Bank UBS Joint Lead ManagerChina Renaissance , 2018 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT S-1 FORWARD-LOOKING STATEMENTS S-3 SUMMARY S-5 THE OFFERING S-10 RISK FACTORS S-12 USE OF PROCEEDS S-16 EXCHANGE RATES S-18 MARKET INFORMATION S-19 CAPITALIZATION S-20 DILUTION S-22 DIVIDEND POLICY S-23 TAXATION S-24 CONVERSION BETWEEN ADSs AND ORDINARY SHARES S-31 UNDERWRITING S-36 LEGAL MATTERS S-54 EXPERTS S-54 WHERE YOU CAN FIND MORE INFORMATION S-54 INCORPORATION BY REFERENCE S-55 PROSPECTUS ABOU