Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation



On June 22, 2022, Timothy Chen resigned from the Board of Directors (the
"Board") of BeiGene, Ltd. (the "Company"). In connection with his resignation,
Mr. Chen also resigned from the Compensation Committee and the Commercial and
Medical Affairs Advisory Committee of the Board. Mr. Chen served as a member of
the Board since 2016. Mr. Chen resigned from the Board to devote more time to
his other commitments. The decision by Mr. Chen to resign was not the result of
any disagreement with respect to the operations, policies, or practices of the
Company.

In connection with his resignation, Mr. Chen ceased to be an eligible
participant under the Second Amended and Restated 2016 Share Option and
Incentive Plan (as amended, the "2016 Plan"). The Company did not grant
restricted share units to Mr. Chen under the 2016 Plan pursuant to Proposal 15
of the 2022 Annual General Meeting of Shareholders of the Company (the "Annual
Meeting"), which was approved by the shareholders on June 22, 2022.

Amendment No. 2 to the Second Amended and Restated 2016 Share Option and Incentive Plan



On June 22, 2022, at the Annual Meeting, the Company's shareholders approved
Amendment No. 2 ("Amendment No. 2") to the 2016 Plan to increase the number of
authorized shares available for issuance under the 2016 Plan. Amendment No. 2
increases the aggregate number of shares authorized for issuance under the 2016
Plan by 66,300,000 ordinary shares, or 5.0% of the Company's outstanding shares
as of March 31, 2022, from 217,023,772 ordinary shares (of which 48,054,590
shares were reserved and remained available for issuance as of March 31, 2022)
to 283,323,772 ordinary shares.

Additional information about Amendment No. 2 is included in the Company's
definitive proxy statement for the Annual Meeting filed with the Securities and
Exchange Commission on April 29, 2022 (the "Proxy Statement"). In addition, the
foregoing description of Amendment No. 2 is qualified by reference to Amendment
No. 2, a copy of which is filed hereto as Exhibit 10.1 and is incorporated
herein by reference.

Termination of the Amended and Restated 2018 Inducement Equity Plan



Upon the effectiveness of Amendment No. 2, the Amended and Restated 2018
Inducement Equity Plan was terminated to the effect that no new equity awards
will be granted under such plan but the outstanding equity awards under such
plan will continue to vest and/or be exercisable.

Item 5.07. Submission of Matters to a Vote of Security Holders.



On June 22, 2022, the Company held its Annual Meeting. As disclosed in the Proxy
Statement, there were 1,334,805,269 ordinary shares entitled to vote at the
Annual Meeting as of the record date of April 18, 2022 (the "Record Date"), of
which approximately 962,669,760 were held in the name of Citibank, N.A., which
issues Company-sponsored American Depositary Receipts evidencing American
Depositary Shares ("ADSs"), which, in turn, each represent 13 ordinary shares,
and 115,055,260 were our ordinary shares listed on the STAR Market and traded in
RMB ("RMB shares").

At the Annual Meeting, of the ordinary shares entitled to vote, 1,068,007,266
ordinary shares, including ordinary shares represented by ADSs, or approximately
80.0% of the outstanding ordinary shares on the Record Date, were present and
voted in person or by proxy (including abstentions) for Resolutions 1 to 9 and
11 to 18; and 1,062,583,266 ordinary shares, including ordinary shares
represented by ADSs, or approximately 79.6% of the outstanding ordinary shares
on the Record Date, were present and voted in person or by proxy (including
abstentions) for Resolution 10. In accordance with the Company's Sixth Amended
and Restated Memorandum and Articles of Association, the quorum required for a
general meeting of shareholders at which an ordinary resolution is proposed
consists of such shareholders present in person or by proxy who together hold
shares carrying the right to at least a simple majority of all votes capable of
being exercised on a poll.

The matters set forth below were voted on by the Company's shareholders as of
the Record Date at the Annual Meeting. Detailed descriptions of these matters
and the voting procedures applicable to these matters at the Annual Meeting are
contained in the Proxy Statement. Set forth below are the total number of shares
voted for and against each matter, as well as the total number of abstentions
and broker non-votes with respect to each matter.

(1) Ordinary resolution: to re-elect Anthony C. Hooper to serve as a Class III
director until the 2025 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,006,706,801        61,091,519           208,946                 -

Accordingly, Anthony C. Hooper was re-elected to serve as a Class III director.

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(2) Ordinary resolution: to re-elect Ranjeev Krishana to serve as a Class III
director until the 2025 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 943,936,889        123,966,142          104,235                 -

Accordingly, Ranjeev Krishana was re-elected to serve as a Class III director.



(3) Ordinary resolution: to re-elect Xiaodong Wang to serve as a Class III
director until the 2025 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,062,374,118         5,528,208           104,940                 -

Accordingly, Xiaodong Wang was re-elected to serve as a Class III director.



(4) Ordinary resolution: to re-elect Qingqing Yi to serve as a Class III
director until the 2025 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 938,217,422        129,688,844          101,000                 -

Accordingly, Qingqing Yi was re-elected to serve as a Class III director.



(5) Ordinary resolution: to re-elect Margaret Dugan to serve as a Class I
director until the 2023 annual general meeting of shareholders and until her
successor is duly elected and qualified, subject to her earlier resignation or
removal:
   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,067,488,510          423,504             99,252                 -

Accordingly, Margaret Dugan was re-elected to serve as a Class I director.



(6) Ordinary resolution: to re-elect Alessandro Riva to serve as a Class I
director until the 2023 annual general meeting of shareholders and until his
successor is duly elected and qualified, subject to his earlier resignation or
removal:
   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,064,824,026         3,079,024           104,216                 -

Accordingly, Alessandro Riva was re-elected to serve as a Class I director.



The proposals for the election of directors related solely to the election of
Class I and Class III directors nominated by the Board. The terms of the
following directors continued after the Annual Meeting: John V. Oyler, Donald W.
Glazer, Michael Goller, Thomas Malley and Corazon (Corsee) D. Sanders.

(7) Ordinary resolution: to approve and ratify the selection of Ernst & Young
LLP, Ernst & Young Hua Ming LLP and Ernst & Young as the Company's reporting
accounting firms for the fiscal year ending December 31, 2022:
   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,064,092,884         3,879,388            34,994                 -

Accordingly, the selection of Ernst & Young LLP, Ernst & Young Hua Ming LLP and Ernst & Young as the Company's reporting accounting firms was approved and ratified.

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(8) Ordinary resolution: within the parameters of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited, to approve the
granting of a share issue mandate to the Board to issue, allot or deal with (i)
unissued ordinary shares (excluding RMB shares) and/or ADSs not exceeding 20% of
the total number of issued ordinary shares (excluding RMB shares) of the Company
and/or (ii) unissued RMB shares not exceeding 20% of the total number of issued
RMB shares of the Company, each as of the date of passing of such ordinary
resolution up to the next annual general meeting of shareholders of the Company,
subject to the conditions described in the Proxy Statement (the "General Mandate
to Issue Shares"):
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 827,192,929        240,772,355           41,982                 -

Accordingly, the General Mandate to Issue Shares was approved.



(9) Ordinary resolution: within the parameters of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited, to approve the
granting of a share repurchase mandate to the Board to repurchase an amount of
ordinary shares (excluding RMB shares) and/or ADSs, not exceeding 10% of the
total number of issued ordinary shares (excluding RMB shares) of the Company as
of the date of passing of such ordinary resolution up to the next annual general
meeting of shareholders of the Company, subject to the conditions described in
the Proxy Statement (the "General Mandate to Repurchase Shares"):
   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,067,051,779          919,603             35,884                 -

Accordingly, the General Mandate to Repurchase Shares was approved.



(10) Ordinary resolution: to authorize the Company and its underwriters, in
their sole discretion, to allocate to each of Baker Bros. Advisors LP and
Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the
"Existing Shareholders"), up to a maximum amount of shares in order to maintain
the same shareholding percentage of each of the Existing Shareholders (based on
the then-outstanding share capital of the Company) before and after the
allocation of the corresponding securities issued pursuant to an offering
conducted pursuant to the general mandate set forth above for a period of five
years, which period will be subject to an extension on a rolling basis each year
(the "Connected Person Placing Authorization I"):
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 433,605,379        351,829,256        277,148,631               -

Accordingly, the Connected Person Placing Authorization I was approved.



(11) Ordinary resolution: to authorize the Company and its underwriters, in
their sole discretion, to allocate to Amgen Inc. ("Amgen") up to a maximum
amount of shares in order to maintain the same shareholding percentage of Amgen
(based on the then-outstanding share capital of the Company) before and after
the allocation of the corresponding securities issued pursuant to an offering
conducted pursuant to the general mandate set forth above for a period of five
years, which period will be subject to an extension on a rolling basis each
year, conditional on the approval of the shareholders who are not Amgen (the
"Connected Person Placing Authorization II"):
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 502,813,936        326,447,520        238,745,810               -

Accordingly, the Connected Person Placing Authorization II was approved.



(12) Ordinary resolution: to approve the grant of an option to acquire shares to
Amgen to allow Amgen to subscribe for additional shares under a specific mandate
in an amount necessary to enable it to increase (and subsequently maintain) its
ownership at approximately 20.6% of the Company's outstanding share capital, up
to an aggregate of 75,000,000 ordinary shares during the option term, pursuant
to the terms of the Restated Amendment No. 2 dated September 24, 2020 (the
"Restated Second Amendment") to the Share Purchase Agreement dated October 31,
2019, as amended, by and between the Company and Amgen:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 707,625,627        121,690,604        238,691,035               -

Accordingly, the grant of an option to acquire shares to Amgen pursuant to the terms of the Restated Second Amendment was approved.

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(13) Ordinary resolution: to approve the grant of restricted share units ("RSUs") with a grant date fair value of US$4,000,000 to Mr. John V. Oyler under the 2016 Plan, according to the terms and conditions described in the Proxy Statement;


   Votes For         Votes Against       Abstentions        Broker Non-Votes
 1,003,123,273        13,310,960          51,573,033               -

Accordingly, the grant of RSUs to Mr. John V. Oyler under the 2016 Plan was approved.



(14) Ordinary resolution: to approve the grant of RSUs with a grant date fair
value of US$1,000,000 to Dr. Xiaodong Wang under the 2016 Plan, according to the
terms and conditions described in the Proxy Statement:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 948,040,399        105,798,613         14,168,254               -

Accordingly, the grant of RSUs to Dr. Xiaodong Wang under the 2016 Plan was approved.



(15) Ordinary resolution: to approve the grant of RSUs with a grant date fair
value of US$200,000 to each of other non-executive and independent non-executive
directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Dr. Margaret Dugan, Mr.
Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr. Thomas Malley,
Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, and Mr. Qingqing Yi, under
the 2016 Plan, according to the terms and conditions described in the Proxy
Statement:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 959,224,652        105,770,960         3,011,654                -



Accordingly, the grant of RSUs to each of the non-executive and independent
non-executive directors, Mr. Anthony C. Hooper, Mr. Timothy Chen, Dr. Margaret
Dugan, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Ranjeev Krishana, Mr.
Thomas Malley, Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, and Mr.
Qingqing Yi, under the 2016 Plan, was approved.

(16) Ordinary resolution: to approve Amendment No. 2 to the Second Amended and
Restated 2016 Share Option and Incentive Plan to increase the number of
authorized shares available for issuance by 66,300,000 ordinary shares, subject
to the conditions that the number of ordinary shares that may be issued under
new options granted under the 2016 Plan and the Amended and Restated 2018
Inducement Equity Plan shall not exceed 10% of the issued share capital as of
the date of the shareholders' resolution approving Amendment No. 2 to the 2016
Plan, and such approved increase in number of authorized shares available for
issuance shall be reduced to the extent necessary such that the 10% limit is not
exceeded:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 950,481,503        117,217,711          308,052                 -

Accordingly, Amendment No. 2 to the 2016 Plan was approved.

(17) Ordinary resolution: non-binding, advisory vote on the compensation of the Company's named executive officers, as disclosed in the Proxy Statement:


  Votes For        Votes Against       Abstentions        Broker Non-Votes
 944,622,627        123,002,095          382,544                 -

Accordingly, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved.

(18) Ordinary resolution: to approve the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposed resolutions 1 to 17:


  Votes For        Votes Against       Abstentions        Broker Non-Votes
 920,563,014        147,345,244           99,008                 -



Accordingly, the adjournment of the Annual Meeting by the chairman, if
necessary, to solicit additional proxies if there are insufficient votes at the
time of the Annual Meeting, to approve any of the proposed resolutions 1 to 17,
was approved.




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Item 8.01. Other Events.



On June 21, 2022, the Company announced that the Center for Drug
Evaluation (CDE) of the China National Medical Products Administration (NMPA)
accepted a supplemental biologics license application (sBLA) for the company's
anti-PD-1 inhibitor, tislelizumab, in combination with chemotherapy as a
first-line treatment for patients with advanced or metastatic gastric or
gastroesophageal junction adenocarcinoma whose tumors express PD-L1. The full
text of this press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.            Description

       10.1               Amendment No. 2 to the Second Amended and

Restated 2019 Share Option and


                          Incentive Plan

       99.1               Press release titled "BeiGene Announces

Acceptance of Supplemental Biologics


                          License Application in China for Anti-PD-1

Inhibitor Tislelizumab" issued by

BeiGene, Ltd. on June 21, 2022

       104                The cover page from this Current Report on Form 8-K, formatted in Inline
                          XBRL

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