BeOne Medicines Ltd. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Based on their evaluation, required by paragraph (b) of Rules 13a-15 or 15d-15, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act are effective, at a reasonable assurance level, as of December 31, 2025, to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in U.S. Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management concluded that we maintained effective internal control over financial reporting as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been tested by Ernst & Young LLP, our independent registered public accounting firm, as stated in their report which is included in “Item 8—Financial Statements and Other Supplementary Data” in this Annual Report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a‑15(d) and 15d‑15(d) of the Exchange Act that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 197 Item 9B. Other Information (a) Not applicable. (b) The following table describes for the fourth quarter ended December 31, 2025 each trading arrangement for the purchase or sale of the Company’s securities adopted , modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): Name ( Title ) Action Taken ( Date of Action ) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Dr. Xiaobin Wu ( President, Chief Operating Officer ) Adoption ( November 7, 2025 ) Rule 10b5-1 trading arrangement Sale Through February 26, 2027 Up to 30,000 ADSs Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections On March 30, 2022, the SEC added us to its conclusive list of issuers identified under the HFCAA following the filing of our annual report on Form 10-K with the SEC on February 28, 2022, which annual report was audited by Ernst & Young Hua Ming LLP, a registered public accounting firm in mainland China that the PCAOB previously was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction. However, as our global business has expanded, we have evaluated, designed and implemented business processes and control changes and built substantial organizational capabilities outside of China. Therefore, on March 23, 2022, following a review process carried out by our audit committee, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting to be filed with the SEC. On the same day, our audit committee approved the engagement of Ernst & Young LLP, located in Boston, Massachusetts, U.S., as the Company’s independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting commencing for the fiscal year ending December 31, 2022. Given that Ernst & Young LLP (U.S.) now serves as the principal accountant to audit our consolidated financial statements, we are able to comply with the HFCAA and certify that we have retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate which would preclude a further finding by the SEC that we are a Commission-Identified Issuer. In December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there are no Commission-Identified Issuers at risk of having their securities subject to a trading prohibition under the HFCAA. To the extent known by the Company, the Company is not aware of and has no reason to believe that any governmental entity in the foreign jurisdiction in which the Company is incorporated or otherwise organized owns shares of any capital stock of record of the Company. Furthermore, to the extent known by the Company, the Company is not aware of and has no reason to believe that that any government entity in the foreign jurisdiction where its consolidated foreign operating entities are incorporated or otherwise organized owns shares of any capital stock of record of its consolidated foreign operating entities. The Company has determined that no governmental entity in China has a controlling financial interest in the Company or its consolidated foreign operating entities. To the extent known by the Company, the Company is not aware of and has no reason to believe that any official of the Chinese Communist Party is a board member of the Company or its consolidated foreign operating entities. The articles of incorporation of the Company, as amended, and those of its consolidated foreign operating entities, do not contain any wording received from any charter of the Chinese Communist Party. 198 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 11. Executive Compensation The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 14. Principal Accountant Fees and Services Our independent public accounting firm is Ernst & Young LLP (PCAOB ID: 00 42 ), located in Boston, Massachusetts, U.S. The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025. 199 PART IV Item 15. Exhibits and Financial Statement Schedules The financial statements listed in the Index to Consolidated Financial Statements beginning on page 141 are filed as part of this Annual Report. We have included Additional Financial Information of Parent Company - Financial Statements Schedule I for the years ended December 31, 2025, 2024 and 2023 on page 201 . No other financial statement schedules have been filed as part of this report because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. The exhibits filed as part of this Annual Report are set forth on the Exhibit Index immediately following our consolidated financial statements. The Exhibit Index is incorporated herein by reference. 200 Schedule I - Condensed Financial Information of Registrant BeOne Medicines Ltd. Financial Information of Parent Company Condensed Statements of Operations (Amounts in thousands of U.S. Dollars (“$”)) Year Ended December 31, 2025 2024 2023 $ $ $ Operating expenses Research and development 29,372 427,129 381,854 Amortization of research and development cost share liability ( 101,095 ) ( 73,226 ) ( 55,294 ) Selling, general and administrative 69,530 357,103 304,543 Total operating expenses ( 2,193 ) 711,006 631,103 Income (loss) from operations 2,193 ( 711,006 ) ( 631,103 ) Interest (expense) income, net ( 20,887 ) 3,101 48,982 Other income (expense), net 305,686 63,522 ( 297,856 ) Income (loss) before income taxes 286,992 ( 644,383 ) ( 879,977 ) Income tax expense 59 403 1,731 Net income (loss) 286,933 ( 644,786 ) ( 881,708 ) 201 BeOne Medicines Ltd. Financial Information of Parent Company Condensed Statements of Comprehensive Loss (Amounts in thousands of U.S. Dollars (“$”)) Year Ended December 31, 2025 2024 2023 $ $ $ Net income (loss) 286,933 ( 644,786 ) ( 881,708 ) Other comprehensive (loss) income, net of tax of nil: Foreign currency translation adjustments 69,300 ( 47,565 ) ( 25,464 ) Other adjustments 1,504 ( 1,977 ) 3,435 Comprehensive income (loss) 357,737 ( 694,328 ) ( 903,737 ) 202 BeOne Medicines Ltd. Financial Information of Parent Company Condensed Balance Sheets (Amounts in thousands of U.S. Dollars (“$”)) As of December 31, 2025 2024 $ $ Assets Current assets: Cash and cash equivalents 584,216 400,135 Prepaid expenses and other current assets 180,495 249,016 Total current assets 764,711 649,151 Loans to subsidiaries 1,710,737 1,731,266 Investment in wholly owned subsidiaries 3,314,162 2,081,335 Other non-current assets 41,658 114,728 Total assets 5,831,268 4,576,480 Liabilities and shareholders’ equity Current liabilities: Accrued expenses and other payables 254,815 312,957 Indebtedness to subsidiaries 253,194 — Research and development cost share liability, current portion 64,345 111,154 Short-term debt 9,063 762,146 Total current liabilities 581,417 1,186,257 Long-term debt 836,369 — Research and development cost share liability, non-current portion — 54,286 Other long-term liabilities 52,288 3,714 Total liabilities 1,470,074 1,244,257 Total shareholders’ equity 4,361,194 3,332,223 Total liabilities and shareholders’ equity 5,831,268 4,576,480 203 BeOne Medicines Ltd. Financial Information of Parent Company Condensed Statements of Cash Flows (Amounts in thousands of U.S. Dollars (“$”)) Year Ended December 31, 2025 2024 2023 $ $ $ Cash flows from operating activities: Net income (loss) 286,933 ( 644,786 ) ( 881,708 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Acquired in-process research and development — — 15,000 Amortization of research and development cost share liability ( 101,095 ) ( 73,226 ) ( 55,294 ) Unrealized (gains) losses in subsidiaries ( 484,466 ) ( 85,471 ) 237,351 Other items, net 81,247 31,651 ( 374,370 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 27,544 1,053 30,519 Accrued expenses and other payables 56,259 627,307 ( 140,126 ) Net cash used in operating activities ( 133,578 ) ( 143,472 ) ( 1,168,628 ) Cash flows from investing activities: Proceeds from sale or maturity of short-term investments 954 2,628 552,000 Loans to subsidiaries — ( 442,917 ) ( 53,100 ) Repayments from subsidiaries 279,031 423,532 252,662 Investment in subsidiaries ( 173,429 ) ( 406,624 ) ( 883,328 ) Other investing activities ( 9,670 ) ( 17,735 ) ( 27,981 ) Net cash provided by (used in) investing activities 96,886 ( 441,116 ) ( 159,747 ) Cash flows from financing activities: Proceeds from long-term loan 850,586 — — Proceeds from short-term loans 139,453 813,058 547,842 Repayment of short-term loans ( 893,987 ) ( 593,898 ) ( 293,002 ) Proceeds from option exercises and employee share purchase plan 196,281 45,371 55,712 Other financing activities ( 47,587 ) — — Net cash provided by financing activities 244,746 264,531 310,552 Effect of foreign exchange rate changes, net 6,228 ( 4,356 ) — Net increase (decrease) in cash, cash equivalents, and restricted cash 214,282 ( 324,413 ) ( 1,017,823 ) Cash, cash equivalents, and restricted cash, beginning of year 400,135 724,548 1,742,371 Cash, cash equivalents, and restricted cash, end of year 614,417 400,135 724,548 204 Notes 1. Schedule I has been provided pursuant to the requirements of Rules 12-04(a) and 5-04(c) of Regulation S-X (the “Rules”), which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. 2. The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements. For purposes of this condensed financial information, BeOne Medicines Ltd. (the “Parent Company”)’s investments in its wholly owned and majority owned subsidiaries are recorded under the equity method of accounting in accordance with ASC 323. 3. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as allowed under the Rules. These footnote disclosures provide certain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements. 4. As of December 31, 2025, the Parent Company had a remaining capital commitment of $ 4,350 on an equity investment which is expected to be paid from time to time over the investment period. The Parent Company has unconditionally guaranteed the payment and performance of the obligations of BeOne Medicines I GmbH in accordance with the terms of the global strategic oncology collaboration with Amgen Inc. No amounts have been recognized related to this guarantee. The Parent Company has no other material contingencies, long-term obligations or guarantees not already disclosed in its consolidated financial statements. 205 Item 16. Form 10‑K Summary Not applicable. 206 Table of Contents Exhibit Index Exhibit No. Exhibit Description Filed/ Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File/ Reg. Number 3.1 Articles of Association of BeOne Medicines Ltd., effective May 27, 2025. 8-K12G3 (Exhibit 3.1) 5/27/2025 000-56752 3.2 Organizational Regulations of BeOne Medicines Ltd., effective May 27, 2025. 8-K12G3 (Exhibit 3.2) 5/27/2025 000-56752 4.1 .1 Amended and Restated Deposit Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A., and the Form of American Depositary Receipt thereunder. 8-K12G3 (Exhibit 4.1.1) 5/27/2025 000-56752 .2 Amended and Restated Restricted ADS Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A. 8-K12G3 (Exhibit 4.1.3) 5/27/2025 000-56752 .3 Amended and Restated Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A. 8-K12G3 (Exhibit 4.1.4) 5/27/2025 000-56752 .4 Amended and Restated Supplemental Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A. 8-K12G3 (Exhibit 4.1.5) 5/27/2025 000-56752 4.2 Form of American Depositary Receipt under the Amended and Restated Deposit Agreement (included in Exhibit 4.1.1) 8-K12G3 (Exhibit 4.1.2) 5/27/2025 000-56752 4.3 .1 Registration Rights Agreement, dated as of November 16, 2016, by and among the Registrant and the investors named therein 8-K (Exhibit 4.1) 11/17/2016 001-37686 .2 Amendment No. 1 to Registration Rights Agreement, dated December 1, 2020, between the Company and the Investors 8-K (Exhibit 10.1) 12/2/2020 001-37686 .3 Amendment No. 2 to Registration Rights Agreement, dated May 3, 2023, between the Company and the Investors 10-Q (Exhibit 10.3) 5/4/2023 001-37686 4.4 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 X Collaboration, License and Commercial Agreements 10.1 Share Subscription Agreement, dated July 5, 2017, by and between Celgene Switzerland LLC and the Registrant 8-K (Exhibit 10.1) 7/6/2017 001-37686 10.2## Letter Agreement, dated June 14, 2019, by and among the Registrant, BeiGene Switzerland GmbH, Celgene Corporation and Celgene Switzerland LLC, to terminate the Amended and Restated Exclusive License and Collaboration Agreement, dated August 31, 2017 10-Q (Exhibit 10.1) 8/8/2019 001-37686 10.3 .1## Share Purchase Agreement, dated October 31, 2019, by and between the Registrant and Amgen Inc. 10-K (Exhibit 10.9) 3/2/2020 001-37686 .2 Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and between the Registrant and Amgen Inc. 10-K (Exhibit 10.10) 3/2/2020 001-37686 .3 Restated Amendment No. 2 to Share Purchase Agreement, dated September 24, 2020, by and between the Registrant and Amgen Inc. 8-K (Exhibit 10.1) 9/24/2020 001-37686 Table of Contents Exhibit No. Exhibit Description Filed/ Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File/ Reg. Number .4 Amendment No. 3 to Share Purchase Agreement, dated January 30, 2023, by and between the Registrant and Amgen Inc. 10-K (Exhibit 10.4.4) 2/27/2023 001-37686 10.4 .1## Collaboration Agreement, dated October 31, 2019, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc. 10-K (Exhibit 10.11) 3/2/2020 001-37686 .2## First Amendment to Collaboration Agreement, dated April 20, 2022, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc. 10-Q (Exhibit 10.1) 8/8/2022 001-37686 .3## Second Amendment to Collaboration Agreement, dated February 26, 2023, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc. 10-Q (Exhibit 10.1) 5/4/2023 001-37686 .4 Letter Agreement, dated May 9, 2025, regarding the Collaboration Agreement, dated October 31, 2019, by and between BeiGene Switzerland GmbH and Amgen Inc. 10-Q (Exhibit 10.19) 8/6/2025 001-37686 .5## Waiver under Collaboration Agreement, dated August 11, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc. 10-Q (Exhibit 10.2) 11/6/2025 001-37686 .6## Waiver under Collaboration Agreement, dated October 1, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc. X .7## Third Amendment to Collaboration Agreement, dated October 31, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc. X .8## Fourth Amendment to Collaboration Agreement, dated November 11, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc. X 10.5 Guarantee, dated October 31, 2019, by and between the Registrant and Amgen Inc. 10-K (Exhibit 10.12) 3/2/2020 001-37686 Equity and Other Compensation Plans 10.6† 2011 Option Plan, as amended and form of option agreement thereunder POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.1) 5/27/2025 333-279980 10.7† .1† Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.1) 5/27/2025 333-279980 .2† Form of Global Performance Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.2) 5/27/2025 333-279980 .3† Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.3) 5/27/2025 333-279980 Table of Contents Exhibit No. Exhibit Description Filed/ Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File/ Reg. Number .4† Form of Global Restricted Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.4) 5/27/2025 333-279980 .5† Form of Global Restricted Share Unit Award Agreement for Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.5) 5/27/2025 333-279980 .6† Form of Global Non-Qualified Share Option Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.6) 5/27/2025 333-279980 .7† Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan 10-Q (Exhibit 10.9) 8/2/2023 001-37686 .8† Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan POS AM No. 1 to Registration Statement on Form S-8 (Exhibit 99.2.8) 5/27/2025 333-279980 10.8† Fifth Amended and Restated 2018 Employee Share Purchase Plan 10-Q (Exhibit 10.18) 8/6/2025 001-37686 10.9† Senior Executive Cash Incentive Bonus Plan S-1 (Exhibit 10.19) 1/19/2016 333-207459 10.10† Independent Non-Executive Director Compensation Policy, as amended POS AM No. 1 to Registration Statement on Form S-4 (Exhibit 10.10) 5/27/2025 333-281324 Agreements with Executive Officers and Directors 10.11† Form of Indemnification Agreement, entered into between the Registrant and its directors and officers 8-K12G3 (Exhibit 10.6) 5/27/2025 000-56752 10.12† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and John V. Oyler. 8-K12G3 (Exhibit 10.1) 5/27/2025 000-56752 10.13† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Beijing) Co., Ltd. and Xiaobin Wu. 8-K12G3 (Exhibit 10.2) 5/27/2025 000-56752 10.14† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Aaron Rosenberg. 8-K12G3 (Exhibit 10.3) 5/27/2025 000-56752 10.15† Consulting Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Xiaodong Wang. 8-K12G3 (Exhibit 10.7) 5/27/2025 000-56752 10.16† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Shanghai) Co., Ltd. and Lai Wang. 8-K12G3 (Exhibit 10.4) 5/27/2025 000-56752 Table of Contents Exhibit No. Exhibit Description Filed/ Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.17† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Chan Lee. 8-K12G3 (Exhibit 10.5) 5/27/2025 000-56752 Other Agreements 10.18## Settlement and Termination Agreement, dated as of August 1, 2023, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl 10-Q (Exhibit 10.1) 11/9/2023 001-37686 10.19## First Amendment to the Settlement and Termination Agreement, dated as of January 10, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl 10-K (Exhibit 10.21) 2/26/2024 001-37686 10.20 Second Amendment to the Settlement and Termination Agreement, dated as of December 4, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl 10-K (Exhibit 10.23) 2/27/2025 001-37686 10.21## Royalty Purchase Agreement, dated August 25, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Royalty Pharma Investments 2023 ICAV 10-Q (Exhibit 10.1) 11/6/2025 001-37686 10.22## Facilities Agreement, dated November 14, 2025, by and among the Registrant, as borrower, certain subsidiaries of the Registrant listed in the Facilities Agreement, as guarantors, The Hongkong and Shanghai Banking Corporation Limited, as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders X 19.1 Insider Trading Policy X 19.2 Special Trading Procedures for Insiders X 21 List of Subsidiaries of the Registrant X 23.1 Consent of Ernst & Young LLP X 31.1 Certification of Principal Executive Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 X Table of Contents Exhibit No. Exhibit Description Filed/ Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File/ Reg. Number 32.1* Certification of Principal Executive Officer and Principle Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 X 97 Compensation Recovery Policy X 99.1 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections X 101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X † Indicates a management contract or any compensatory plan, contract or arrangement. ## Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[...***...]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential. * Furnished herewith. Table of Contents SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10‑K to be signed on its behalf by the undersigned, thereunto duly authorized. BEONE MEDICINES LTD. Date: February 26, 2026 By: /s/ JOHN V. OYLER John V. Oyler Chief Executive Officer and Chairman (Principal Executive Officer) Table of Contents POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints John V. Oyler, Aaron Rosenberg and Chan Lee, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney‑in‑fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10‑K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys‑in‑fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys‑in‑fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed by the following persons in the capacities indicated below and on the dates indicated: Signature Title Date /s/ JOHN V. OYLER Chief Executive Officer and Chairman February 26, 2026 John V. Oyler (Principal Executive Officer) /s/ AARON ROSENBERG Chief Financial Officer February 26, 2026 Aaron Rosenberg (Principal Financial Officer) /s/ TITUS BALL Chief Accounting Officer February 26, 2026 Titus Ball (Principal Accounting Officer) /s/ OLIVIER BRANDICOURT Director February 26, 2026 Olivier Brandicourt /s/ MARGARET DUGAN Director February 26, 2026 Margaret Dugan /s/ MICHAEL GOLLER Director February 26, 2026 Michael Goller /s/ ANTHONY C. HOOPER Director February 26, 2026 Anthony C. Hooper /s/ RANJEEV KRISHANA Director February 26, 2026 Ranjeev Krishana /s/ ALESSANDRO RIVA Director February 26, 2026 Alessandro Riva /s/ CORAZON (CORSEE) D. SANDERS Director February 26, 2026 Corazon (Corsee) D. Sanders /s/ SHALINI SHARP Director February 26, 2026 Shalini Sharp /s/ XIAODONG WANG Director February 26, 2026 Xiaodong Wang /s/ QINGQING YI Director February 26, 2026 Qingqing Yi