512 unchanged sentences
As a result, we have incurred losses in most periods since our inception, with exceptions in 2025 and periods when we were profitable due to revenue recognized from up-front license fees from collaboration agreements or the settlement of legal proceedings.
−Removed: As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $8.1 billion and $8.3 billion, respectively.
+Added: As of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $7.9 billion and $8.3 billion, respectively.
Substantially all of our operating losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative expenses associated with our operations.
11 unchanged sentences
Our operating activities provided $1.1 billion, and used $0.1 billion and $1.2 billion of net cash during the years ended December 31, 2025, 2024 and 2023, respectively.
−Removed: Our operating activities provided approximately $201 million and $44 million of net cash during the three months ended March 31, 2026 and 2025, respectively.
+Added: Our operating activities provided approximately $664 million and $308 million of net cash during the six months ended June 30, 2026 and 2025, respectively.
We recorded positive net cash flows from operating activities in 2025 and negative net cash flows from operating activities in 2024 and 2023 primarily due to our net income of $0.3 billion, and net losses of $0.6 billion and $0.9 billion, respectively.
74 unchanged sentences
government issued or guaranteed investments will not occur.
−Removed: At March 31, 2026, we had approximately $2,264.8 million invested in government money market funds.
+Added: At June 30, 2026, we had approximately $2,231.0 million invested in government money market funds.
Downgrades to the U.S.
2 unchanged sentences
The carrying amounts of cash and cash equivalents, restricted cash and short-term investments represent the maximum amount of loss due to credit risk.
−Removed: We had no short-term investments, cash and cash equivalents of $4.8 billion and restricted cash of $61.7 million as of March 31, 2026, most of which are deposited in financial institutions outside of China.
+Added: We had no short-term investments, cash and cash equivalents of $5.1 billion and restricted cash of $182.6 million as of June 30, 2026, most of which are deposited in financial institutions outside of China.
As required by the PRC securities laws, the net proceeds from our offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) must be used in strict compliance with the planned uses as disclosed in the PRC prospectus for the STAR Offering as well as our proceeds management policy for the STAR Offering approved by our board of directors.
1 unchanged sentence
In the event of bankruptcy of one of these financial institutions, we may be unlikely to claim our deposits back in full.
−Removed: As of March 31, 2026, we held no short-term investments.
+Added: As of June 30, 2026, we held no short-term investments.
To the extent we invest in U.S.
70 unchanged sentences
Although we try our best to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have misappropriated trade secrets or other proprietary information, of any such employees’ former employers.
−Removed: For example, in September 2024, AbbVie filed a lawsuit alleging misappropriation of certain trade secrets concerning our Bruton’s tyrosine kinase degrader program, including lead compound BGB-16673.
+Added: For example, in September 2024, AbbVie Inc.
+Added: filed a lawsuit alleging misappropriation of certain trade secrets concerning our Bruton’s tyrosine kinase degrader program, including lead compound BGB-16673.
Defending against such claims, regardless of their merit, could result in substantial costs and be a distraction to management.
78 unchanged sentences
Additionally, for the period between 2020 and 2022, we were advised by Amgen that its applications to the Human Genetic Resources Administration of China (“HGRAC”) to obtain approval to conduct clinical studies in China for the pipeline assets were delayed.
−Removed: Approval from the HGRAC is required for the initiation of clinical trials involving the collection of human genetic materials in China.
+Added: Approval from or filing with the HGRAC may be required for the initiation of clinical trials involving the collection of human genetic materials in China, depending on the nature of the trial and whether HGR materials are exported.
We do not expect the previous HGRAC delay to affect the conduct of the clinical trials in China for our drug candidates.
58 unchanged sentences
The HGR Regulation also requires that non-PRC parties ensure the full participation of Chinese parties in international collaborations and all records and data must be shared with the Chinese parties.
−Removed: The Implementing Rules for the HGR Regulation and additional issued guidance has clarified many areas of the HGR Regulation.
+Added: The Implementing Rules for the HGR Regulation and additional issued guidance have clarified many areas of the HGR Regulation.
For information about applications under the HGR Regulation for clinical studies in China that may affect the Amgen collaboration, see the risk factor titled “ If we are not able to successfully develop and/or commercialize Amgen’s oncology products, the expected benefits of the collaboration will not materialize.
1 unchanged sentence
The scope of “important data” has to be further clarified by the Chinese government.
−Removed: If HGR data is classified as “important data,” it can be expected that this new cross-border data transfer rule may create considerable additional regulatory burdens on international companies’ human gene-involved R&D activities in China.
+Added: If HGR data is classified as “important data,” it can be expected that the cross-border data transfer rules may create considerable additional regulatory burdens on international companies’ human gene-involved R&D activities in China.
If the Chinese parties fail to comply with data protection laws, regulations and practice standards, and our research data is obtained by unauthorized persons, used or disclosed inappropriately or destroyed, it could result in a loss of our confidential information and subject us to litigation and government enforcement actions.
6 unchanged sentences
The Biosecurity Law gives the National Health Commission, China’s major regulatory authority of HGR, significantly more power and discretion to regulate HGR and it is expected that the overall regulatory landscape for Chinese HGR will continue to evolve and become even more rigorous.
+Added: Since the transfer of HGR administration to the National Health Commission in 2024, the National Health Commission has issued service guides, filing and prior reporting procedures and FAQs relating to HGR administration, and regulatory practice in this area continues to evolve.
In addition, the interpretation and application of data protection laws in China are often uncertain and constantly evolving.
196 unchanged sentences
The Data Security Law prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any data stored in China without approval from competent PRC authority and sets forth the legal liabilities of entities and individuals found to be in violation of their data protection obligations, including rectification order, warning, fines, suspension of relevant business, and revocation of business permits or licenses.
−Removed: Moreover, the CAC promulgated the Measures for the Security Assessment of Cross-border Data Transmission (effective September 2022) and the Provisions on Promoting and Standardizing Cross-Border Data Flows (effective March 2024), as well as further question-and-answer guidance issued in April and May 2025 which provide certain clarification and relaxation to the compliance mechanisms for cross-border transfer of personal information, and provide several exemptions from undergoing security assessment, obtaining personal information protection certification, or entering into prescribed agreement for cross-border transfer of personal information for businesses.
+Added: Moreover, the CAC promulgated the Measures for the Security Assessment of Cross-border Data Transmission (effective September 2022) and the Provisions on Promoting and Regulating Cross-Border Data Flows (effective March 2024), as well as further question-and-answer guidance issued in April and May 2025 which provide certain clarification and relaxation to the compliance mechanisms for cross-border transfer of personal information, and provide several exemptions from undergoing security assessment, obtaining personal information protection certification, or entering into prescribed agreement for cross-border transfer of personal information for businesses.
The provisions also explicitly state that data processors are not required to conduct data security assessment for cross-border important data transfers if the concerning data has not been notified or published as important data by relevant departments or regions.
130 unchanged sentences
In addition, we evaluate our deferred income tax assets and record a valuation allowance if it is “more likely than not” that all or a portion of the deferred tax asset will not be realized.
−Removed: The assessment of the appropriate amount of a valuation allowance against the deferred tax assets is dependent upon several factors, including estimates of the realization of deferred income tax assets, which realization will be primarily based on future taxable income, including the reversal of existing taxable temporary differences.
+Added: The assessment of the appropriate amount of valuation allowance against the deferred tax assets is dependent upon several factors, including estimates of the realization of deferred income tax assets, which realization will be primarily based on future taxable income, including the reversal of existing taxable temporary differences.
Given our recent history of earnings, our management believes that there is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the valuation allowance recorded against the deferred tax assets held will be reversed.
3 unchanged sentences
We are regularly under examination by tax authorities, including U.S.
−Removed: tax authorities (PRC, Switzerland and other countries).
−Removed: The final resolution of any related administrative reviews or litigation could result in unanticipated increases in our tax expense and changes to the timing of required tax payments, which could affect our cash flows for any particular reporting period and have a material impact on our financial condition and results of operations in such period.
+Added: tax authorities.
+Added: The final resolution of any tax examinations could result in unanticipated increases in our tax expense and changes to the timing of required tax payments, which could affect our cash flows for any particular reporting period and have a material impact on our financial condition and results of operations in such period.
+Added: For example, in June 2026, we concluded a statutory tax audit in China, and as a result of a settlement with the local tax authority, we agreed to certain adjustments to previously filed tax returns, which resulted in an income tax payment (including both tax and late payment interest) to the local tax authority of approximately RMB 446 million in July 2026.
+Added: This settlement did not involve any administrative penalty.
We have received tax rulings from various governments that have jurisdictional authority over our operations.
93 unchanged sentences
The Foreign Investment Law and its implementing rules embody an expected regulatory trend to rationalize China’s foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the legal requirements for both foreign and domestic investments.
−Removed: There are still uncertainties with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules.
−Removed: For example, the Foreign Investment Law and its implementing rules provide that foreign invested entities established according to the previous laws regulating foreign investment prior to its implementation may maintain their structure and corporate governance for a five-year transition period.
−Removed: It is uncertain whether governmental authorities may require us to adjust the structure and corporate governance of certain of our Chinese subsidiaries in such transition period.
−Removed: Failure to take timely and appropriate measures to meet any of these or similar regulatory requirements could materially affect our current corporate governance practices and business operations and our compliance costs may increase significantly.
+Added: The five-year transition period available to foreign-invested enterprises established under the previous foreign-investment laws expired on December 31, 2024.
+Added: Any failure to comply with the applicable organizational form and governance requirements could affect our current corporate governance practices and business operations.
In addition, the Security Review Rules embody China’s continued efforts to provide a legal regime for national security review comparable to similar procedures in other jurisdictions, such as CFIUS review in the U.S.
58 unchanged sentences
In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.
−Removed: As of March 31, 2026 and December 31, 2025, these restricted assets totaled $2.1 billion and $2.0 billion, respectively.
+Added: As of June 30, 2026 and December 31, 2025, these restricted assets totaled $2.1 billion and $2.0 billion, respectively.
Our PRC subsidiaries generate primarily all of their revenue in RMB, which is not freely convertible into other currencies.
118 unchanged sentences
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
−Removed: As of April 30, 2026, 1,445,262,342 ordinary shares, par value $0.0001 per share, were outstanding, of which 713,513,697 ordinary shares were held in the form of 54,885,669 ADSs, each representing 13 ordinary shares, and 115,055,260 were RMB Shares.
+Added: As of July 31, 2026, 1,478,124,405 ordinary shares, par value $0.0001 per share, were outstanding, of which 752,892,166 ordinary shares were held in the form of 57,914,782 ADSs, each representing 13 ordinary shares, and 115,055,260 were RMB Shares.
We filed a registration statement on Form S-3 with the SEC on behalf of certain shareholders on May 9, 2023, as amended by the Post-Effective Amendment No.
128 unchanged sentences
Our corporate actions are substantially controlled by our directors, executive officers and other principal shareholders, who can exert significant influence over important corporate matters, which may reduce the price of our ordinary shares, ADSs, and/or RMB Shares and deprive shareholders of an opportunity to receive a premium for their ordinary shares, ADSs, and/or RMB Shares.
−Removed: Our directors, executive officers and principal shareholders beneficially owned approximately 37% of our outstanding ordinary shares as of April 30, 2026.
+Added: Our directors, executive officers and principal shareholders beneficially owned approximately 30% of our outstanding ordinary shares as of July 31, 2026.
These shareholders, if acting together, could exert substantial influence over matters such as electing directors and approving material mergers, acquisitions or other business combination transactions.
69 unchanged sentences
Under current Swiss law, distributions made out of capital contribution reserves recognized by the Swiss Federal Tax Administration or made in the form of a par value reduction are not subject to Swiss withholding tax.
−Removed: We had qualifying capital contribution reserves in the amount of approximately US$11-12 billion available for distribution not subject to Swiss withholding tax as of the effective date of the Continuation.
+Added: We had qualifying capital contribution reserves in the amount of approximately $11-12 billion available for distribution not subject to Swiss withholding tax as of the effective date of the Continuation.
However, there can be no assurances that the Swiss withholding rules will not change in the future or that shareholders will approve a distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration.
17 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.