View:
United States securities and exchange commission logo
August 31, 2023
Ying Huang, Ph.D.
Chief Executive Officer
Legend Biotech Corp
2101 Cottontail Lane
Somerset, NJ 08873
Re: Legend Biotech Corp
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39307
Dear Ying Huang:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 213
1. We note your statement
that you reviewed your register of member and public filings of
your shareholders in
connection with your required submission under paragraph (a).
Please supplementally
describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
2. We note that your list
of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong
Kong and countries outside China. Please note that Item 16I(b)
requires that you
provide disclosures for yourself and all of your consolidated foreign
operating entities,
including variable interest entities or similar structures.
With respect to
(b)(2), please supplementally clarify the jurisdictions in which your
consolidated
foreign operating entities are organized or incorporated and provide the
Ying Huang, Ph.D.
Legend Biotech Corp
August 31, 2023
Page 2
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(4) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
3. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Christopher Dunham at 202-551-3783 or Andrew Mew at
202-551-
3377 with any questions.
Sincerely,
FirstName LastNameYing Huang, Ph.D.
Division of
Corporation Finance
Comapany NameLegend Biotech Corp
Disclosure Review
Program
August 31, 2023 Page 2
cc: Mark Ballantyne
FirstName LastName