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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-26 · 1647 added, 2 removed, 2 unchanged (100% of the section changed)

Financial Statements and Supplementary Data

The financial statements required to be filed pursuant to this item are appended to this Annual Report.

An index of those financial statements is in “Part IV—Item 15—Exhibits, Financial Statement Schedules.”

BEIGENE, LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm

Consolidated statements of operations for the years ended December 31, 202 4 , 202 3 and 202 2

Consolidated balance sheets as of December 31, 202 4 and 202 3

Consolidated statements of comprehensive loss for the years ended December 31, 202 4 , 202 3 and 202 2

Consolidated statements of cash flows for the years ended December 31, 202 4 , 202 3 and 202 2

Consolidated statements of shareholders’ equity for the years ended December 31, 202 4 , 202 3 and 202 2

Notes to consolidated financial statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BeiGene, Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BeiGene, Ltd.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Product Revenue, Net

Description of the Matter At December 31, 2024, the Company recorded $286.3 million of accrued sales chargebacks, rebates, returns and other deductions.

As discussed in Note 2 to the consolidated financial statements under the caption “Revenue Recognition”, the Company recognizes revenue when the transfer of control of goods or services to the customer is completed.

To determine the appropriate transaction price at the time revenue is recognized, the Company estimates variable consideration related to rebates, chargebacks, trade discounts and allowances, and other incentives that will ultimately be due to the customer and others in the distribution channel under the terms of their contracts.

Where appropriate, these estimates take into consideration, among other items, the Company’s historical experience, current contractual and statutory requirements, channel inventory levels, and forecasted customer buying and payment patterns.

The Company recognizes revenue related to variable consideration to the extent it is probable that a significant revenue reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, and other incentives using the expected value method.

Auditing the Company’s accrued revenue rebates in the United States is challenging due to the extent of effort required to audit the significant number of United States-based rebate programs, as the terms vary by program and by customer.

Additionally, due to the volume of rebates and third-party processes and the timing of invoicing received from vendors, the actual amounts incurred for all programs are not known at the time the financial statements are filed.

How We Addressed the Matter in Our Audit We evaluated and tested the design and operating effectiveness of internal controls over the Company’s process used in determining the measurement and completeness of accrued revenue rebates in the United States.

This included testing controls over management’s review of contractual rebates and other inputs used in the estimation of accrued revenue rebates in the United States, including but not limited to the Company’s historical results, current contractual and statutory requirements, channel inventory levels, and forecasted customer buying and payment patterns.

We tested controls over management’s review of contractual terms, and total invoicing to date, as well as controls to ensure that the data used to evaluate and support the significant assumptions were complete, accurate, and, where applicable, verified to external data sources.

To test the accrued revenue rebates in the United States, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in determining the accrued revenue rebates and evaluating the assumptions and inputs used by management.

To evaluate the measurement and completeness of the accrual, we performed analytical procedures in combination with confirmations of a sample of the inventory remaining in the distribution channel at period end.

We assessed the historical accuracy of management’s accrued revenue rebates estimates by comparing prior period accrued revenue rebates to the amount of actual payments made in subsequent periods.

We examined terms and conditions for a sample of contracts with the Company’s customers and others in the distribution channel, tested a sample of credits issued and payments made throughout the year, and agreed rates to underlying contract terms.

We performed independent calculations of the revenue rebate accruals using actual rebate invoicing and executed third-party contracts and assessed forecasted customer buying and payment patterns based on historical trends.

Finally, we assessed subsequent events and subsequent period invoicing to determine whether there was any new information that would require adjustment to the accruals.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Boston, Massachusetts

February 27, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BeiGene, Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited BeiGene, Ltd.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, BeiGene, Ltd.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon .

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s 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 generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 27, 2025

BEIGENE, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of U.S.

Dollars (“$”), except for number of shares and per share data)

Year Ended December 31,

Note 2024 2023 2022

Product revenue, net 13 3,779,546 2,189,852 1,254,612

Collaboration revenue 3 30,695 268,927 161,309

Total revenues 3,810,241 2,458,779 1,415,921

Cost of sales - product 594,089 379,920 286,475

Gross profit 3,216,152 2,078,859 1,129,446

Operating expenses

Research and development 1,953,295 1,778,594 1,640,508

Selling, general and administrative 1,831,056 1,508,001 1,278,603

Total operating expenses 3,784,351 3,286,595 2,919,111

Loss from operations ( 568,199 ) ( 1,207,736 ) ( 1,789,665 )

Interest income, net 47,836 74,009 52,480

Other (expense) income, net 5 ( 12,638 ) 307,891 ( 223,852 )

Loss before income taxes ( 533,001 ) ( 825,836 ) ( 1,961,037 )

Income tax expense 10 111,785 55,872 42,778

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Net loss per share 14 ( 0.47 ) ( 0.65 ) ( 1.49 )

Weighted-average shares outstanding—basic and diluted 14 1,368,746,793 1,357,034,547 1,340,729,572

Net loss per American Depositary Share (“ADS”) ( 6.12 ) ( 8.45 ) ( 19.43 )

Weighted-average ADSs outstanding—basic and diluted 105,288,215 104,387,273 103,133,044

The accompanying notes are an integral part of these consolidated financial statements.

BEIGENE, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands of U.S.

Dollars (“$”), except for number of shares and per share data)

Year Ended December 31,

Note 2024 2023 2022

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Other comprehensive (loss) income, net of tax of nil:

Foreign currency translation adjustments 16 ( 47,565 ) ( 25,464 ) ( 90,421 )

Pension liability adjustments, net 19 ( 1,942 ) ( 5,611 ) 365

Unrealized holding (loss) gain, net 16 ( 35 ) 9,046 ( 5,311 )

Comprehensive loss ( 694,328 ) ( 903,737 ) ( 2,099,182 )

The accompanying notes are an integral part of these consolidated financial statements.

BEIGENE, LTD.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of U.S.

Dollars (“$”), except for number of shares and per share data)

As of December 31,

Note 2024 2023

Current assets:

Cash and cash equivalents 2,627,410 3,171,800

Accounts receivable, net 676,278 358,027

Inventories, net 6 494,986 416,122

Prepaid expenses and other current assets 11 192,919 257,465

Total current assets 3,991,593 4,203,414

Property, plant and equipment, net 8 1,578,423 1,324,154

Operating lease right-of-use assets 7 139,309 95,207

Intangible assets, net 9 51,095 57,138

Other non-current assets 11 160,490 125,362

Total non-current assets 1,929,317 1,601,861

Total assets 5,920,910 5,805,275

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable 404,997 315,111

Accrued expenses and other payables 11 803,713 693,731

Tax payable 10 25,930 22,951

Operating lease liabilities, current portion 7 17,576 21,950

Research and development cost share liability, current portion 3 111,154 68,004

Short-term debt 12 851,529 688,366

Total current liabilities 2,214,899 1,810,113

Non-current liabilities:

Long-term debt 12 166,484 197,618

Operating lease liabilities, non-current portion 7 44,277 22,251

Deferred tax liabilities 10 42,007 16,494

Research and development cost share liability, non-current portion 3 54,286 170,662

Other long-term liabilities 11 66,735 50,810

Total non-current liabilities 373,789 457,835

Total liabilities 2,588,688 2,267,948

Commitments and contingencies 20

Shareholders’ equity:

Ordinary shares, 0.0001 par value per share;

9,500,000,000 shares authorized;

1,387,367,704 and 1,359,513,224 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital 12,087,908 11,598,688

Accumulated other comprehensive loss 16 ( 148,988 ) ( 99,446 )

Accumulated deficit ( 8,606,836 ) ( 7,962,050 )

Total shareholders’ equity 3,332,222 3,537,327

Total liabilities and shareholders’ equity 5,920,910 5,805,275

The accompanying notes are an integral part of these consolidated financial statements.

BEIGENE, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in thousands of U.S.

Dollars (“$”), except for number of shares and per share data)

Year Ended December 31,

Note 2024 2023 2022

Cash flows from operating activities:

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense 171,762 87,675 66,278

Share-based compensation expense 15 441,618 367,618 303,162

Acquired in-process research and development 3 60,000 46,800 68,665

Amortization of research and development cost share liability 3 ( 73,226 ) ( 55,294 ) ( 96,402 )

Unrealized losses on long-term investments 5 24,022 16,221 21,996

Deferred income tax expense 25,983 689 2,059

Gain on BMS termination settlement — ( 362,917 ) —

Other items, net 11,163 ( 5,998 ) 9,047

Changes in operating assets and liabilities:

Accounts receivable ( 329,443 ) ( 188,306 ) 304,112

Inventories ( 91,496 ) ( 140,948 ) ( 56,689 )

Other assets 45,126 12,120 ( 3,282 )

Accounts payable 121,497 21,484 ( 4,352 )

Accrued expenses and other payables 111,354 180,111 45,627

Deferred revenue 633 ( 255,587 ) ( 151,816 )

Other liabilities ( 14,838 ) 587 ( 1,209 )

Net cash used in operating activities ( 140,631 ) ( 1,157,453 ) ( 1,496,619 )

Cash flows from investing activities:

Purchases of property and equipment ( 492,663 ) ( 561,896 ) ( 325,434 )

Proceeds from sale or maturity of short-term investments 2,655 673,240 1,563,618

Purchase of in-process research and development ( 31,800 ) ( 15,000 ) ( 143,665 )

Purchase of intangible assets 9 ( 4,674 ) ( 19,365 ) —

Purchase of long-term investments 5 ( 19,006 ) ( 14,900 ) ( 15,911 )

Other investing activities ( 2,862 ) ( 2,075 ) ( 1,485 )

Net cash (used in) provided by investing activities ( 548,350 ) 60,004 1,077,123

Cash flows from financing activities:

Proceeds from long-term loan 12 9,053 22,502 37,372

Repayment of long-term loan 12 ( 28,031 ) ( 13,690 ) —

Proceeds from short-term loans 12 868,270 661,530 313,774

Repayment of short-term loans 12 ( 704,216 ) ( 309,576 ) ( 417,081 )

Proceeds from option exercises and employee share purchase plan 45,373 55,712 46,964

Other financing activities 3,000 — —

Net cash provided by (used in) financing activities 193,449 416,478 ( 18,971 )

Effect of foreign exchange rate changes, net ( 51,705 ) ( 8,082 ) ( 69,383 )

Net decrease in cash, cash equivalents, and restricted cash ( 547,237 ) ( 689,053 ) ( 507,850 )

Cash, cash equivalents, and restricted cash, beginning of year 3,185,984 3,875,037 4,382,887

Cash, cash equivalents, and restricted cash, end of year 2,638,747 3,185,984 3,875,037

Supplemental cash flow disclosures:

Cash and cash equivalents 2,627,410 3,171,800 3,869,564

Short-term restricted cash 9,312 11,473 196

Long-term restricted cash 2,025 2,711 5,277

Income taxes paid 69,430 56,003 29,500

Interest paid 51,175 19,753 25,169

Supplemental non-cash activities:

Accruals for capital expenditures 70,314 91,804 95,346

Purchase of in-process research and development included in accounts payable 60,000 31,800 —

The accompanying notes are an integral part of these consolidated financial statements.

BEIGENE, LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in thousands of U.S.

Dollars (“$”), except for number of shares and per share data)

Ordinary Shares Additional

Capital Accumulated

Comprehensive

Income/(Loss) Accumulated

Deficit Total

Shares Amount

Balance at December 31, 2021 1,334,804,281 133 11,191,007 17,950 ( 5,076,527 ) 6,132,563

Cost from issuance of ordinary shares — — ( 152 ) — — ( 152 )

Issuance of shares reserved for share option exercises 1,375,621 — — — — —

Exercise of options, ESPP and release of RSUs 19,960,278 2 46,962 — — 46,964

Share-based compensation — — 303,162 — — 303,162

Other comprehensive loss — — — ( 95,367 ) — ( 95,367 )

Net loss — — — — ( 2,003,815 ) ( 2,003,815 )

Balance at December 31, 2022 1,356,140,180 135 11,540,979 ( 77,417 ) ( 7,080,342 ) 4,383,355

Issuance of shares reserved for share option exercises 84,227 — — — — —

Exercise of options, ESPP and release of RSUs 26,561,925 2 53,006 — — 53,008

Cancellation of ordinary shares ( 23,273,108 ) ( 2 ) ( 362,915 ) — — ( 362,917 )

Share-based compensation — — 367,618 — — 367,618

Other comprehensive loss — — — ( 22,029 ) — ( 22,029 )

Net loss — — — — ( 881,708 ) ( 881,708 )

Balance at December 31, 2023 1,359,513,224 135 11,598,688 ( 99,446 ) ( 7,962,050 ) 3,537,327

Use of shares reserved for share option exercises ( 2,258,161 ) — — — — —

Exercise of options, ESPP and release of RSUs 30,112,641 3 45,550 — — 45,553

Deconsolidation of a subsidiary — — 2,052 — — 2,052

Share-based compensation — — 441,618 — — 441,618

Other comprehensive loss — — — ( 49,542 ) — ( 49,542 )

Net loss — — — — ( 644,786 ) ( 644,786 )

Balance at December 31, 2024 1,387,367,704 138 12,087,908 ( 148,988 ) ( 8,606,836 ) 3,332,222

The accompanying notes are an integral part of these consolidated financial statements.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Description of Business

BeiGene, Ltd.

(the “Company”, “BeiGene”, “it”, “its”) is a leading global oncology company discovering and developing innovative treatments that are more accessible and affordable to cancer patients worldwide.

In 2024, the Company generated total global revenue of approximately $ 3.8 billion, increasing revenue by approximately $ 1.4 billion from the prior year, while reducing its operating loss from the prior year by approximately $ 0.6 billion.

Since its inception in 2010, the Company has become a fully integrated global organization with more than 11,000 employees worldwide.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, identifying separate accounting units and the standalone selling price of each performance obligation in the Company’s revenue arrangements, assessing the impairment of long-lived assets, valuation and recognition of share-based compensation expenses, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities and the fair value of financial instruments.

Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Actual results could differ from these estimates.

Functional Currency and Foreign Currency Translation

Functional currency and foreign currency gains and losses

The Company uses the U.S.

dollar (“$” or U.S.

dollar) as its reporting currency.

Transactions in subsidiaries are recorded in the functional currency of the respective subsidiary and such transactions denominated in currencies other than the functional currency give rise to foreign exchange remeasurement (monetary assets and liabilities) and related gains and losses that are classified in other (expense) income, net in the consolidated statement of operations.

The determination of functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters .

For those periods presented, the Company has not entered into any foreign currency derivative instruments to hedge its foreign currency positions.

Foreign currency translation

For subsidiaries whose functional currencies are not the U.S.

dollar, the Company uses the average exchange rate for the period and the exchange rate at the balance sheet date to translate the operating results and financial position to the U.S.

dollar, which is the Company's reporting currency.

Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use.

The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents.

Cash equivalents which consist primarily of money market funds are stated at fair value.

Restricted cash

Restricted cash primarily consists of RMB-denominated cash deposits pledged in designated bank accounts as collateral for bank loans and letters of credit.

The Company classifies restricted cash as current or non-current based on the term of the restriction.

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from the STAR offering in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by its board of directors.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at their invoiced amounts, net of trade discounts and allowances as well as an allowance for credit losses.

The allowance for credit losses reflects the Company’s current estimate of credit losses expected to be incurred over the life of the receivables.

The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses including the aging of receivables and aging trends, customer creditworthiness and specific exposures related to particular customers.

The Company also monitors other risk factors and forward-looking information, such as country specific risks and economic factors that may affect a customer’s ability to pay in establishing and adjusting its allowance for credit losses.

Accounts receivable are written off after all collection efforts have ceased.

Prior to the regulatory approval of product candidates, the Company may incur costs for the manufacture of drug product to support the commercial launch of those products.

Until the date at which regulatory approval has been received or is otherwise considered probable, all such costs are recorded as research and development expenses as incurred.

Inventories are stated at the lower of cost and net realizable value, with cost determined in a manner that approximates weighted average cost.

The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales.

The determination of whether inventory costs will be realizable requires estimates of future prices by management.

If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations.

The Company’s investments consist of available-for-sale debt securities, convertible note instruments, public equity securities with readily determinable fair values, private equity securities without readily determinable fair values, and equity-method investments.

The classification of an investment is determined based on the nature of the investment, the Company’s ability and intent to hold the investment, and the degree to which the Company may exercise influence over the investee.

• Available-for-sale debt securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss.

The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity.

Such amortization is computed using the effective interest method and included in interest income.

Interest and dividends are included in interest income.

Available-for-sale debt securities with original maturities greater than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term.

Available-for-sale debt securities with maturities beyond one year may be classified as short-term marketable securities due to their highly liquid nature and because they represent the Company’s investments that are available for current operations.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

• Convertible note instruments are recorded using the fair value option method of accounting.

Accordingly, convertible note instruments are remeasured at fair value on a recurring basis, with any changes in the fair value option recorded in other (expense) income, net.

• Public equity securities with readily determinable fair values are recorded at fair value.

Subsequent changes in fair value are recorded in other (expense) income, net.

Derivative financial instruments to purchase public equity securities are recorded at fair value.

The estimated fair value of derivative financial instruments is determined based on the Black-Scholes valuation model.

Changes in fair value of derivative instruments are recorded in other (expense) income, net.

• Private equity securities without readily determinable fair values and where the Company does not have significant influence are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Adjustments to private equity securities are recorded in other (expense) income, net.

• Equity investments in common stock or in-substance common stock where the Company has significant influence over the financial and operating policies of the investee are accounted for as equity-method investments.

Equity-method investments are initially recorded at cost and subsequently adjusted based on the Company’s percentage ownership in the investee’s income and expenses, as well as dividends, if any.

The Company records its share of the investee’s results of operations in other (expense) income, net.

The Company records impairment losses on our equity method investments if it deems the impairment to be other-than-temporary.

The Company deems an impairment to be other-than-temporary based on various factors, including but not limited to, the length of time the fair value is below the carrying value and ability to retain the investment to allow for a recovery in fair value.

Realized gains or losses on sales of investments are determined based on the specific identification method.

The Company regularly evaluates its investments in debt and equity for impairment.

The Company recognizes an allowance on available-for-sale debt securities when a portion of the unrealized loss is attributable to a credit loss and a corresponding credit loss in net income.

No allowance for credit losses were recorded for any periods presented.

The Company recognized an impairment loss of $ 7,635 and $ 7,529 related to its investments in equity during the years ended December 31, 2024 and 2023, respectively.

No impairment losses on equity investments were recorded for the year ended December 31, 2022.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization.

Property, plant and equipment, other than land and construction in progress, are depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:

Building 20 years

Manufacturing equipment 3 to 10 years

Laboratory Equipment 3 to 5 years

Software, Electronic and Office Equipment 3 to 5 years

Leasehold Improvements Lesser of useful life or lease term

The Company periodically evaluates whether events and circumstances have occurred that indicate the estimated useful lives of its long-lived assets may require reassessment.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The Company applies ASC, Topic 842, Leases (“ASC 842”) to account for its leases.

The Company determines if an arrangement is a lease at inception.

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases.

Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25.

The Company’s lease portfolio consists entirely of operating leases as of December 31, 2024.

The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a right-of-use (“ROU”) asset and lease liability.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid.

Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred.

As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment.

ROU assets include any lease prepayments and are reduced by lease incentives.

Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option.

Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet.

Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities.

Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheet.

Lease expense for these leases is recognized on a straight-line basis over the lease term.

Land Use Right, Net

All land in the PRC is owned by the PRC government.

The PRC government may sell land use rights for a specified period of time.

Land use rights represent operating leases in accordance with ASC 842.

The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet.

The ROU asset is amortized over the remaining lease term.

As of December 31, 2024, the Company held land use rights in the following regions:

Guangzhou 50 years

Beijing 36 years

Suzhou 30 years

Shanghai 47 years

Intangible Assets

Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition.

Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired.

Intangible assets associated with milestone payments made to third parties subsequent to regulatory approval are recorded at cost.

Identifiable intangible assets consist of post-approval milestone payments under license and commercialization agreements, that are amortized over the remainder of the product patent or the term of the commercialization agreements;

and trading licenses that are amortized over the initial license term.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable.

When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition.

If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value.

Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.

For the years ended December 31, 2024, 2023 and 2022, the Company determined that there were no indicators of impairment of its other intangible assets.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets.

Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable.

Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell.

For the years ended December 31, 2024, 2023 and 2022, there was no impairment of the value of the Company’s long-lived assets.

Fair Value Measurements

Fair value of financial instruments

The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value.

ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities:

(1) market approach;

(2) income approach;

and (3) cost approach.

The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.

The income approach uses valuation techniques to convert future amounts to a single present value amount.

The measurement is based on the value indicated by current market expectations about those future amounts.

The cost approach is based on the amount that would currently be required to replace an asset.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Financial instruments measured at fair value on a recurring basis

The following tables set forth assets measured at fair value on a recurring basis as of December 31, 2024 and 2023:

As of December 31, 2024 Quoted Price

(Level 1) Significant

(Level 2) Significant

Cash equivalents:

Money market funds 950,704 — —

Prepaid expenses and other current assets:

Convertible debt instrument — — 618

Other non-current assets:

Equity securities with readily determinable fair values 2,113 168 —

Convertible debt instrument — — 4,616

Total 952,817 168 5,234

As of December 31, 2023 Quoted Price

(Level 1) Significant

(Level 2) Significant

Cash equivalents

Money market funds 1,052,149 — —

Prepaid expenses and other current assets:

Treasury securities 2,600 — —

Convertible debt instrument — — 4,668

Other non-current assets:

Equity securities with readily determinable fair values 3,046 542 —

Convertible debt instrument — — 4,215

Total 1,057,795 542 8,883

The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less.

The Company’s investments in U.S.

Treasury securities are classified as available-for-sale debt securities.

The Company determines the fair value of cash equivalents and available-for-sale debt securities using a market approach based on quoted prices in active markets.

The Company’s equity securities carried at fair value consist of holdings in common stock and warrants to purchase additional shares of common stock of Leap Therapeutics, Inc.

(“Leap”), a publicly-traded biotechnology company.

The common stock investment is measured and carried at fair value and classified as a Level 1 investment.

The warrants to purchase additional shares of common stock are measured using the Black-Scholes option-pricing valuation model and classified as a Level 2 investment.

Refer to Note 5, Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.

The Company holds convertible notes issued by private biotech companies.

The Company has elected the fair value option method of accounting for the convertible notes.

Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other (expense) income, net.

The Company recorded losses on fair value adjustments of $ 4,842 and $ 1,492 for the years ended December 31, 2024 and 2023, respectively.

There was no fair value adjustment during the year ended December 31, 2022.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

There were no transfers of instruments between levels of valuation categories during the years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the Company held time deposits of nil and $ 42,852 , respectively, that were classified as cash equivalents.

As of December 31, 2024 and 2023, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature.

Long-term debt approximates its fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities.

Revenue Recognition

The Company applies ASC, Topic 606, Revenue from Contracts with Customers (“ASC 606”) to account for its revenue transactions.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price, including variable consideration, if any;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct.

The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.

Product Revenue

and EU, the Company generates product revenues from the sale of BRUKINSA ® and TEVIMBRA ® .

In China, the Company generates product revenues from the sale of its internally developed drugs TEVIMBRA, BRUKINSA and PARTRUVIX ® , and the sale of in-licensed products through its agreements with Amgen, BMS, Bio-Thera, EUSA Pharma and Luye Pharmaceutical.

Under the commercial profit share arrangement with Amgen, the Company is the principal for in-licensed product sales to customers in China during the commercialization period and recognizes 100% of net product revenue on these sales.

Amounts due to Amgen for its portion of net product sales are recorded as cost of sales.

In the U.S., the Company distributes its products through specialty pharmacies and specialty distributors.

The specialty pharmacies and specialty distributors subsequently resell the product to health care providers and patients.

In the EU, the Company distributes its products through distributors or directly to hospitals.

In China, the Company sells its internally developed products to multiple distributors, who in turn sell the product to hospitals or pharmacies within their authorized territories to be sold ultimately to patients.

In-licensed products are sold to a first tier distributor who subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients.

The Company is the principal under the product sales as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to the customer.

For product sales transactions, the Company has a single performance obligation which is to sell the products to its customer.

The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, sales returns allowances and other incentives using the expected value method.

Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the customer.

The Company’s payment terms are approximately 30-90 days.

Actual amounts of consideration ultimately received may differ from the Company’s estimates.

The Company will reassess estimates for variable consideration periodically.

If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Estimates for variable consideration for which reserves are established at the time of sale include government and commercial rebates, provisions for acceptance of National Reimbursement Drug List (“NRDL”) pricing in the PRC, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and its customers, health care providers and other indirect customers.

Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company's historical experience, current contractual and statutory requirements, channel inventory levels, specific known market events and trends, industry data and forecasted customer buying and payment patterns.

The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate.

To date, sales returns have not been significant.

Collaboration Revenue

At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities.

For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606.

For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above.

The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables.

The collaborative arrangements do not include a right of return for any deliverable.

As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract.

In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends.

In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained.

Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

Licenses of Intellectual Property:

Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement.

For licenses determined to be distinct, the Company recognizes revenues from non-refundable up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

Options to License Intellectual Property:

Upfront non-refundable payments for options to license the Company’s intellectual property are evaluated to determine if the option represents a material right and is distinct from the other performance obligations identified in the arrangement.

For options determined to be a material right and distinct, the Company defers the non-refundable up-front fees allocated to the option and recognizes revenues at a point in time, at the earlier of when the option is exercised or the option period expires.

Right to Access Intellectual Property during the Option Period:

The portion of a transaction price allocated to the other parties right to access the Company’s intellectual property to generate their own data during an option period is deferred and recognized as collaboration revenue over the option period on a straight-line basis as the right to use the intellectual property is provided and the data generated.

Research and Development Services:

The portion of a transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Milestone Payments:

At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price.

Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials.

Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception.

The Company will assess whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the clinical trials.

Upon changes to constraint associated with the developmental milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations.

Regulatory milestones are fully constrained until the period in which those regulatory approvals are achieved due to the inherent uncertainty with the approval process.

Regulatory milestones are included in the transaction price in the period regulatory approval is obtained.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Research and Development Expenses

Research and development expenses consist of the costs associated with our research and development activities, conducting preclinical studies and clinical trials, and activities related to regulatory filings, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses.

Research and development expenses are charged to expense as incurred when these expenditures relate to the Company’s research and development services and have no alternative future uses.

Clinical trial costs are a significant component of the Company’s research and development expenses.

The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company’s product candidates.

Expenses related to clinical trials are accrued based on the Company’s estimates of the actual services performed by the third parties for the respective period.

If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis.

Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become probable.

Acquired In-Process Research and Development Expense

The Company has acquired rights to develop and commercialize product candidates.

Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments (prior to government approval), are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use.

Milestone payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized over the estimated remaining useful life of the related product.

Royalties owed on sales of the products licensed pursuant to the agreements are expensed in the period the related revenues are recognized.

Government Grants

Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other income upon receipt.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized other income of $ 22,326 , $ 23,989 , and $ 32,540 , respectively, for government grants received after the related expenses have been incurred.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

In the event government grants or incentives involve continuing performance obligations, the Company will capitalize the payment as a liability and recognize the same financial statement caption as the performance obligation relates over the performance period.

The Company received government assistance in the form of cash primarily to support the Guangzhou manufacturing facility build-out and research and development programs.

Government assistance received to support the Guangzhou manufacturing facility build-out is recognized as other long-term liabilities and amortized over the same useful lives of the related assets as depreciation expense.

As of December 31, 2024 and 2023, other long-term liabilities related to the Guangzhou manufacturing facility build-out totaled $ 30,235 and $ 34,084 , respectively.

For the years ended December 31, 2024, 2023 and 2022, depreciation expense is presented net of amortization of government assistance of $ 3,053 , $ 2,938 and $ 3,169 , respectively.

Government assistance received to support research and development programs is recorded as other long-term liabilities upon receipt and recognized as other income when the associated research and development programs are completed.

As of December 31, 2024 and 2023, other long-term liabilities related to research and development programs totaled $ 89 and $ 120 , respectively.

For the years ended December 31, 2022, the Company recognized other income of $ 1,664 upon the completion of a designated research and development program.

No income was recognized during the years ended December 31, 2024 and 2023 related to grants received for research and development programs.

Comprehensive Loss

Comprehensive loss is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners.

Among other disclosures, ASC 220, Comprehensive Income , requires that all items that are required to be recognized under current accounting standards as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial statements.

For each of the periods presented, the Company’s comprehensive loss includes net loss, foreign currency translation adjustments, pension liability adjustments and unrealized holding gains/losses associated with the available-for-sale debt securities, and is presented in the consolidated statements of comprehensive loss.

Share-Based Compensation

Awards granted to employees

The Company applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments.

In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award.

All the Company’s grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values.

Specifically, the grant date fair value of share options is calculated using an option pricing model.

The fair value of restricted shares and restricted share units are based on the closing market price of our ADSs on the Nasdaq Global Select Market on the date of grant.

The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date.

The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions.

To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed.

ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates.

Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any.

Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest.

To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods.

The Company, with the assistance of an independent third-party valuation firm, determined the estimated fair value of the stock options granted to employees using the binomial option pricing model.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Awards granted to non-employees

The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity .

All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The grant date is the measurement date of the fair value of the equity instrument issued.

The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees .

The Company estimated the fair value of share options granted to non-employees using the same method as employees.

Modification of awards

A change in any of the terms or conditions of the awards is accounted for as a modification of the award.

Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date.

For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs.

For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date.

If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.

The Company uses the liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse.

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes, which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements.

The Company recognizes in the financial statements the benefit of a tax position which is “more likely than not” to be sustained under examination based solely on the technical merits of the position assuming a review by tax authorities having all relevant information.

Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement.

It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

Loss Per Share

Basic loss per share is calculated in accordance with ASC 260, Earnings per Share .

Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method.

Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed.

Diluted loss per share, when required, is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period.

Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible preferred shares, if any, using the if-converted method, and ordinary shares issuable upon the conversion of the share options, and unvested restricted shares units and performance-based restricted shares units (“PSUs”), using the treasury stock method.

The dilutive effects of PSUs are included in the weighted average common share calculation based on the cumulative achievement against the performance targets only when the performance targets have been achieved as of the end of the reporting period.

Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive.

Basic and diluted loss per ordinary share is presented in the Company’s consolidated statements of operations.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Segment Information

In accordance with ASC 280, Segment Reporting , the Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment:

pharmaceutical products.

Concentration of Risks

Concentration of cash and credit risk

Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and accounts receivable.

As of December 31, 2024 and 2023, $ 2,627,410 and $ 3,171,800 were deposited with various major reputable financial institutions located in the U.S., PRC and other international financial institutions.

The deposits placed with financial institutions are not protected by statutory or commercial insurance.

In the event of bankruptcy of one of these financial institutions, the Company may be unable to claim its deposits back in full.

Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.

As of December 31, 2024 and 2023, the Company had accounts receivable, net of $ 676,278 and $ 358,027 , respectively.

Accounts receivable, net represent amounts arising from product sales.

The Company monitors economic conditions to identify facts or circumstances that may indicate receivables are at risk of collection.

Customer concentration risk

For the year ended December 31, 2024, sales to the Company ’ s three largest product distributors, ASD Specialty Healthcare, McKesson and Shanghai Pharmaceutical represented approximately 18.0 %, 16.9 % and 11.1 % of product revenue, respectively, and collectively, represented approximately 51.0 % of trade accounts receivable as of December 31, 2024.

For the year ended December 31, 2023, sales to the Company ’ s four largest product distributors, Sinopharm, Shanghai Pharmaceutical, ASD Specialty Healthcare and China Resources represented approximately 16.0 % , 14.2 % , 12.4 % and 11.4 % of product revenue, respectively, and collectively, represented approximately 53.2 % of trade accounts receivable as of December 31, 2023.

For the year ended December 31, 2023, the Company ’ s collaboration revenue consisted entirely of revenue recognized under its out-licensing collaboration agreements with Novartis.

Recent Accounting Pronouncements

New accounting standards which have been adopted

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update requires disclosure of incremental segment information on an annual and interim basis.

This update is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance should be applied retrospectively to all prior periods presented in the financial statements.

The Company operates in one segment.

Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance, and allocates resources on a consolidated basis.

The Company adopted ASU 2023-07 effective December 31, 2024.

Refer to Footnote 21 for segment related disclosures.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

New accounting standards which have not yet been adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions;

(2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements;

(3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses.

In January 2025, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact on its financial statements of adopting this guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update requires that public entities on an annual basis, (1) in the rate reconciliation, disclose specific categories and provide additional information for reconciling items that meet a quantitative threshold;

(2) about income taxes paid, disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and by individual jurisdiction in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received);

and (3) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) disaggregated by federal, state, and foreign.

This update is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating the impact on its financial statements of adopting this guidance.

Collaborative and Licensing Arrangements

The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates.

To date, these collaborative arrangements have included out-licenses of and options to out-license internally developed products and drug candidates to other parties, in-licenses of products and drug candidates from other parties, and profit- and cost-sharing arrangements.

These arrangements may include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing and reimbursement arrangements, royalty payments, and profit sharing.

Out-Licensing Arrangements

During the three years ended December 31, 2024, the Company’s collaboration revenue related to its out-licensing collaborative agreements has consisted of research and development services revenue and right to access intellectual property revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.

Other collaboration revenue consists primarily of revenue under the Novartis broad markets agreement and, beginning in 2024, royalty revenue under the Amgen collaboration agreement.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes total collaboration revenue recognized for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Revenue from Collaborators $ $ $

Research and development service revenue — 79,431 46,822

Right to access intellectual property revenue — 104,477 104,994

Material rights revenue — 71,980 —

Other 30,695 13,039 9,493

Total 30,695 268,927 161,309

Tislelizumab Collaboration and License

In January 2021, the Company entered into a collaboration and license agreement with Novartis, granting Novartis rights to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan (the “Novartis Territory”).

The Company and Novartis agreed to jointly develop tislelizumab in these licensed countries, with Novartis responsible for regulatory submissions after a transition period and for commercialization upon regulatory approvals.

In addition, both companies had the ability to conduct clinical trials globally to explore combinations of tislelizumab with other cancer treatments, and the Company has an option to co-detail the product in North America, funded in part by Novartis.

Under the agreement the Company received an upfront cash payment of $ 650,000 from Novartis.

A portion of the transaction price was allocated to the R&D services to be performed under the agreement and deferred and was being recognized as collaboration revenue as the R&D services were performed using a percentage-of-completion method.

In September 2023, the Company and Novartis agreed to mutually terminate the collaboration and license agreement, effective immediately.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize tislelizumab with no royalty payments due to Novartis.

Novartis may continue its ongoing clinical trials and has the ability to conduct future combination trials with tislelizumab subject to BeiGene’s approval.

BeiGene agreed to provide Novartis with ongoing clinical supply of tislelizumab to support its clinical trials.

Pursuant to the termination agreement, Novartis agreed to provide transition services to the Company to enable key aspects of the tislelizumab development and commercialization plan to proceed without disruption, including manufacturing, regulatory, safety and clinical support.

Upon termination of the agreement in September 2023, there were no further performance obligations, and the remaining deferred revenue balance associated with the tislelizumab R&D services was recognized in full.

The following table summarizes collaboration revenue recognized in connection with the tislelizumab collaboration and license agreement for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Research and development service revenue — 72,278 39,655

2,113 5,067 9,493

Total 2,113 77,345 49,148

1 Represents revenue recognized on sale of tislelizumab clinical supply to Novartis in conjunction with the collaboration.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Ociperlimab Option, Collaboration and License Agreement and China Broad Market Development Agreement

In December 2021, the Company expanded its collaboration with Novartis by entering into an option, collaboration and license agreement with Novartis to develop, manufacture and commercialize the Company’s investigational TIGIT inhibitor ociperlimab in the Novartis Territory.

In addition, the Company and Novartis entered into an agreement granting the Company rights to market, promote and detail five approved Novartis oncology products, TAFINLAR ® (dabrafenib), MEKINIST ® (trametinib), VOTRIENT ® (pazopanib), AFINITOR ® (everolimus), and ZYKADIA ® (ceritinib), across designated regions of China referred to as “broad markets.” In the first quarter of 2022, the Company initiated marketing and promotion of these five products.

Under the terms of the option, collaboration and license agreement, the Company received an upfront cash payment of $ 300,000 .

At inception, a portion of the upfront cash payment was deferred related to performance obligations to be satisfied at a later point in time or over time.

In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement, effective immediately.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize ociperlimab.

Upon termination the Company had no further performance obligations under the collaboration, and all remaining deferred revenue balances were recognized in full.

The China broad markets agreement remains in place.

The following table summarizes collaboration revenue recognized in connection with the ociperlimab option, collaboration and license agreement for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Research and development service revenue — 7,153 7,167

Right to access intellectual property revenue — 104,477 104,994

Material rights revenue — 71,980 —

18,259 8,859 —

Total 18,259 192,469 112,161

2 Represents revenue generated under the broad markets marketing and promotion agreement in conjunction with the collaboration.

In-Licensing Arrangements - Commercial

In October 2019, the Company entered into a global strategic oncology collaboration with Amgen (“Amgen Collaboration Agreement”) for the commercialization and development in China, excluding Hong Kong, Taiwan and Macau, of Amgen’s XGEVA ® , KYPROLIS ® , and BLINCYTO ® , and the joint global development of a portfolio of oncology assets in Amgen’s pipeline, with BeiGene responsible for development and commercialization in China.

The agreement became effective on January 2, 2020, following approval by the Company’s shareholders and satisfaction of other closing conditions.

Under the agreement, the Company is responsible for the commercialization of XGEVA, KYPROLIS and BLINCYTO in China for five or seven years .

Amgen is responsible for manufacturing the products globally and supplying the products to the Company at an agreed upon price.

The Company and Amgen share equally in the China commercial profits and losses during the commercialization period.

Following the commercialization period, the Company has the right to retain one product and is entitled to receive royalties on sales in China for an additional five years on the products not retained.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Amgen and the Company are also jointly developing a portfolio of Amgen oncology pipeline assets under the collaboration.

The Company is responsible for conducting clinical development activities in China and co-funding global development costs by contributing cash and development services up to a total cap of $ 1,250,000 .

Amgen is responsible for all development, regulatory and commercial activities outside of China.

For each pipeline asset that is approved in China, the Company will receive commercial rights for seven years from approval.

The Company has the right to retain approximately one out of every three approved pipeline assets, other than LUMAKRAS (sotorasib) (“AMG 510”), Amgen’s KRAS G12C inhibitor, for commercialization in China.

The Company and Amgen will share equally in the China commercial profits and losses during the commercialization period.

The Company is entitled to receive royalties from sales in China for pipeline assets returned to Amgen for five years after the seven-year commercialization period.

The Company is also entitled to receive royalties from global sales of each product outside of China (with the exception of AMG 510).

On April 20, 2022, the parties entered into the First Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to the financial responsibilities of the parties in connections with the development and commercialization of certain Amgen proprietary products for the treatment of oncology-related diseases and conditions.

In connection with the Company’s ongoing assessment of the Amgen Collaboration Agreement cost-share contributions, the Company determined that further investment in the development of LUMAKRAS was no longer commercially viable for BeiGene.

As a result, in February 2023, the Company and Amgen entered into the Second Amendment to the Amgen Collaboration Agreement to (i) stop sharing costs with Amgen for the further development of LUMAKRAS during the period starting January 1, 2023 and ending August 31, 2023;

and (ii) cooperate in good faith to prepare a transition plan with the termination of LUMAKRAS from the Amgen Collaboration Agreement.

The Amgen Collaboration Agreement is within the scope of ASC 808, as both parties are active participants and are exposed to the risks and rewards dependent on the commercial success of the activities performed under the agreement.

The Company is the principal for product sales to customers in China during the commercialization period and will recognize 100 % of net product revenue on these sales.

Amounts due to Amgen for its portion of net product sales will be recorded as cost of sales.

Cost reimbursements due to or from Amgen under the profit share will be recognized as incurred and recorded to cost of sales;

selling, general and administrative expense;

or research and development expense, based on the underlying nature of the related activity subject to reimbursement.

Costs incurred for the Company’s portion of the global co-development funding are recorded to research and development expense as incurred.

In connection with the Amgen Collaboration Agreement, a Share Purchase Agreement (“SPA”) was entered into by the parties on October 31, 2019.

On January 2, 2020, the closing date of the transaction, Amgen purchased 15,895,001 of the Company’s ADSs for $ 174.85 per ADS, representing a 20.5 % ownership stake in the Company.

Per the SPA, the cash proceeds shall be used as necessary to fund the Company’s development obligations under the Amgen Collaboration Agreement.

Pursuant to the SPA, Amgen also received the right to designate one member of the Company’s board of directors, and Anthony Hooper joined the Company’s board of directors as the Amgen designee in January 2020.

Amgen relinquished its right to appoint a designated director to the Company’s board of directors in January 2023.

In determining the fair value of the common stock at closing, the Company considered the closing price of the common stock on the closing date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions.

The fair value of the shares on the closing date was determined to be $ 132.74 per ADS, or $ 2,109,902 in the aggregate.

The Company determined that the premium paid by Amgen on the share purchase represents a cost share liability due to the Company’s co-development obligations.

The fair value of the cost share liability on the closing date was determined to be $ 601,857 based on the Company’s discounted estimated future cash flows related to the pipeline assets.

The estimation of future cash flows involved management assumptions of revenue growth rates and probability of technical and regulatory success of the pipeline assets.

The total cash proceeds of $ 2,779,241 were allocated based on the relative fair value method, with $ 2,162,407 recorded to equity and $ 616,834 recorded as a research and development cost share liability.

The cost share liability is being amortized proportionately as the Company contributes cash and development services to its total co-development funding cap.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the years ended December 31, 2024, 2023 and 2022 were as follows:

Year Ended December 31,

2024 2023 2022

BeiGene’s portion of the development funding 148,391 108,608 195,357

Amortization of research and development cost share liability 73,226 55,294 96,402

Research and development expense 75,165 53,314 98,955

As of December 31, 2024

Remaining portion of development funding cap 335,261

As of December 31, 2024 and 2023, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

As of December 31,

Research and development cost share liability, current portion 111,154 68,004

Research and development cost share liability, non-current portion 54,286 170,662

Total research and development cost share liability 165,440 238,666

The net reimbursement paid under the commercial profit-sharing agreement for in-line product sales is classified in the consolidated statements of operations for the three years ended December 31, 2024 as follows:

Year Ended December 31,

2024 2023 2022

Cost of sales - product 37,150 8,358 5,898

Selling, general and administrative ( 83,674 ) ( 60,917 ) ( 54,865 )

Research and development ( 2,438 ) 1,688 ( 1,216 )

Total ( 48,962 ) ( 50,871 ) ( 50,183 )

The Company purchases commercial inventory from Amgen to distribute in China.

Total inventory purchases amounted to $ 247,655 , $ 108,691 and $ 71,720 , respectively, during the year ended December 31, 2024, 2023 and 2022 .

Net amounts payable to Amgen as of December 31, 2024 and 2023 were $ 116,563 and $ 55,474 , respectively.

In-Licensing Arrangements - Development

The Company has in-licensed the rights to develop, manufacture and, if approved, commercialize multiple development stage drug candidates globally or in specific territories.

These arrangements typically include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing arrangements, royalty payments, and profit sharing.

Upfront and milestone payments made under these arrangements for the years ended December 31, 2024, 2023 and 2022 are set forth below.

All upfront and development milestones were expensed to research and development expense.

All regulatory and commercial milestones were capitalized as intangible assets and are being amortized over the remainder of the respective product patent or the term of the commercialization agreements.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Year Ended December 31,

2024 2023 2022

Payments due to collaboration partners Classification $ $ $

Upfront payments Research and development expense 60,027 46,800 68,665

Development milestone payments Research and development expense 54,000 — 5,500

Regulatory and commercial milestone payments Intangible asset — 24,365 —

Total 114,027 71,165 74,165

The Company has entered into a number of in-licensing collaborative arrangements during the years ended December 31, 2024, 2023 and 2022.

A summary of amounts incurred under these arrangements is included above.

The Company may be required to pay additional amounts upon the achievement of various development and commercial milestones under these agreements.

The Company may also incur significant research and development costs if the related product candidate were to advance to late-stage clinical trials.

In addition, if any products related to these collaborations are approved for sale, the Company may be required to pay significant milestones upon approval and milestones and/or royalties on future sales.

The payment of these amounts, however, is contingent upon the occurrence of various future events, which have a high degree of uncertainty of occurrence.

Restricted Cash

The Company’s restricted cash primarily consist of RMB-denominated cash deposits held in designated bank accounts for collateral for letters of credit.

The Company classifies restricted cash as current or non-current based on term of restriction.

Restricted cash as of December 31, 2024 and 2023 was as follows:

As of December 31,

Short-term restricted cash 9,312 11,473

Long-term restricted cash 2,025 2,711

Total 11,337 14,184

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from the STAR Offering in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors.

As of December 31, 2024, the Company had cash remaining related to the STAR Offering proceeds of $ 588,235 .

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes the Company’s investments in equity securities:

As of December 31,

Equity securities with readily determinable fair values 1

Fair value of Leap common stock 2,113 3,046

Fair value of Leap warrants 168 542

Equity securities without readily determinable fair values

Pi Health, Inc.

48,157 55,860

Equity-method investments

33,081 25,981

Total 124,317 85,429

1 Represents common stock and warrants to purchase additional shares of common stock of Leap.

The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other (expense) income, net.

2 In the first quarter of 2024, the Company divested the net assets comprising substantially all of its Pi Health business with a carrying value of $ 38,063 .

The consideration received for the divestiture consisted of preferred stock in a newly formed entity, Pi Health, Inc., with a fair value of $ 40,798 and cash consideration of $ 1,000 .

The transaction resulted in a pre-tax gain of $ 3,735 recorded within other (expense) income, net during year ended December 31, 2024.

The Company will account for its investment prospectively as a private equity security without a readily determinable fair value and the divestiture is not treated as a discontinued operation in the Statement of Operations and therefore the historical results of operations of the Pi Health business will remain in the Company’s continuing operations.

The following table summarizes unrealized (losses) gains related to investments in equity securities recorded in other (expense) income, net:

Year Ended December 31,

2024 2023 2022

Equity securities with readily determinable fair values

( 1,307 ) ( 425 ) ( 30,102 )

Equity securities without readily determinable fair values ( 7,596 ) ( 6,448 ) 5,065

Equity-method investments

( 10,275 ) ( 7,856 ) ( 3,682 )

Inventories, Net

The Company’s inventories, net consisted of the following:

As of December 31,

Raw materials 170,584 148,772

Work in process 60,118 39,098

Finished goods 264,284 228,252

Total inventories, net 494,986 416,122

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The Company has operating leases for office and manufacturing facilities in the U.S., Switzerland, and China.

The leases have remaining lease terms of up to six years , some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets.

The Company has land use rights, which represent land acquired for the biologics manufacturing facility in Guangzhou, the land acquired for the Company’s research, development and office facility in Changping, Beijing, the land acquired for the Company’s research, development and manufacturing facility in Suzhou, and the land acquired for the Company’s research and development facility in Shanghai.

The Company also has certain leases with terms of 12 months or less for certain equipment, office and lab space, which are expensed and not recorded on the balance sheet.

The components of lease expense were as follows:

Year Ended December 31,

2024 2023 2022

Operating lease cost 26,575 25,978 25,938

Variable lease cost 4,580 6,101 6,834

Short-term lease cost 2,897 1,683 1,299

Total lease cost 34,052 33,762 34,071

Supplemental balance sheet information related to leases was as follows:

As of December 31,

Operating lease right-of-use assets 60,639 43,490

Land use rights, net 78,670 51,717

Total operating lease right-of-use assets 139,309 95,207

Current portion of operating lease liabilities 17,576 21,950

Operating lease liabilities, non-current portion 44,277 22,251

Total lease liabilities 61,853 44,201

Maturities of operating lease liabilities are as follows:

Year ending December 31, 2025 19,824

Year ending December 31, 2026 13,279

Year ending December 31, 2027 12,583

Year ending December 31, 2028 11,738

Year ending December 31, 2029 7,188

Thereafter 3,922

Total lease payments 68,534

Less imputed interest ( 6,681 )

Present value of lease liabilities 61,853

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other supplemental information related to leases is summarized below:

Year ended December 31,

2024 2023 2022

Operating cash flows used in operating leases 56,005 27,985 28,064

ROU assets obtained in exchange for new operating lease liabilities 47,066 11,854 22,278

As of December 31,

Weighted-average remaining lease term (years) 4 3

Weighted-average discount rate 5.23 % 7.22 %

Property, Plant and Equipment, Net

Property, plant and equipment, net are recorded at cost less accumulated depreciation and consisted of the following:

As of December 31,

Land 65,485 65,485

Building 607,857 231,656

Manufacturing equipment 244,255 186,856

Laboratory equipment 240,885 205,349

Software, electronics and office equipment 100,348 83,281

Leasehold improvements 64,680 60,124

Property and equipment, at cost 1,323,510 832,751

Accumulated depreciation ( 399,105 ) ( 249,212 )

Construction in progress 654,018 740,615

Property, plant and equipment, net 1,578,423 1,324,154

The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey.

In the year ended December 31, 2024 , $ 272,670 of assets were placed into service.

As of December 31, 2024 , the Company had construction in progress of $ 500,900 related to the Hopewell facility, the majority of which will be put into service in 2025.

In March 2024, the Company acquired a land use right and the facility currently being constructed on the land for $ 73,054 .

The Company plans to complete the construction of the facility and build a research and development center on the land.

Based on the relative fair values of the land use right and construction in progress, $ 29,431 of the total purchase price was allocated to the land use right and $ 43,623 was allocated to the construction in progress.

In May 2024, the Company acquired additional construction in progress in connection with the properties for $ 22,538 .

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Construction in progress (“CIP”) a s of December 31, 2024 and 2023 primarily related to the Hopewell facility, the new research and development facility acquired in 2024, a new building for Beijing Innerway Bio-tech Co., Ltd., and additional capacity at the Guangzhou and Suzhou manufacturing facilities.

CIP by fixed asset class are summarized as follows:

As of December 31,

Building 528,629 579,649

Manufacturing equipment 89,897 119,380

Laboratory equipment 9,805 16,135

Other 25,687 25,451

Total 654,018 740,615

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 were $ 166,938 , $ 80,436 and $ 62,302 , respectively.

Included within depreciation expense for the year ended December 31, 2024 is $ 59,792 of accelerated depreciation expense resulting from the move of production to more efficient, larger scale equipment for tislelizumab.

Intangible Assets

Intangible assets as of December 31, 2024 and 2023 are summarized as follows:

December 31, 2024 December 31, 2023

amount Accumulated

amortization Intangible

assets, net Gross

amount Accumulated

amortization Intangible

Finite-lived intangible assets:

Developed products 62,889 ( 12,370 ) 50,519 64,274 ( 7,807 ) 56,467

Other 8,987 ( 8,411 ) 576 8,987 ( 8,316 ) 671

Total finite-lived intangible assets 71,876 ( 20,781 ) 51,095 73,261 ( 16,123 ) 57,138

Developed products represent post-approval milestone payments under license and commercialization agreements.

The Company is amortizing the developed products over the remainder of the respective product patent or the term of the commercialization agreements.

Amortization expense for developed products is included in cost of sales-product in the accompanying consolidated statements of operations.

Amortization expense for other intangible assets is included in selling, general and administrative expense in the accompanying consolidated statements of operations.

The weighted-average life for each finite-lived intangible assets is approximately 11 years.

Amortization expense is as follows:

Year Ended December 31,

2024 2023 2022

Amortization expense - Cost of sales - product

4,729 3,739 3,225

Amortization expense - Selling, general and administrative

Total 4,824 7,239 3,976

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Estimated amortization expense for each of the five succeeding years and thereafter, as of December 31, 2024 is as follows:

Year Ending December 31, Cost of Sales - Product Selling, General and Administrative Expense Total

2025 4,682 67 4,749

2026 4,682 67 4,749

2027 4,682 67 4,749

2028 4,682 67 4,749

2029 4,682 67 4,749

2030 and thereafter 27,109 241 27,350

Total 50,519 576 51,095

The components of income ( loss) before income taxes are as follows:

Year Ended December 31,

2024 2023 2022

201,516 117,446 67,744

PRC ( 263,159 ) ( 315,852 ) ( 583,610 )

Other ( 471,358 ) ( 627,430 ) ( 1,445,171 )

Total ( 533,001 ) ( 825,836 ) ( 1,961,037 )

The current and deferred components of the income tax expense (benefit) from continuing operations are as follows:

Year Ended December 31,

2024 2023 2022

Current tax expense (benefit)

57,222 25,170 4,844

PRC 12,331 24,956 27,905

Other 16,225 5,059 6,547

Total 85,778 55,185 39,296

Deferred tax expense (benefit)

PRC 180 687 3,480

Other 2,271 — 2

Total 26,007 687 3,482

Income tax expense (benefit) 111,785 55,872 42,778

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The reconciliation of the statutory tax rate to our effective income tax rate is as follow:

Year Ended December 31,

2024 2023 2022

Loss before tax ( 533,001 ) ( 825,836 ) ( 1,961,037 )

statutory tax rate 21 % 21 % 21 %

Expected taxation at U.S.

statutory tax rate ( 111,930 ) ( 173,426 ) ( 411,818 )

Foreign and preferential tax rate differential 93,741 144,310 209,384

Non-deductible expenses 1,130 19,134 29,223

Stock compensation expenses 53,446 32,581 33,872

State tax expense (benefit) ( 7,988 ) ( 5,872 ) 1,683

Change in valuation allowance 157,286 845,811 229,550

Tax relief credits — ( 704,928 ) —

Research tax credits and incentives ( 43,602 ) ( 64,343 ) ( 42,844 )

Deductible research expenses ( 13,644 ) — —

Tax on unremitted earnings 23,743 — —

Foreign-derived intangible income ( 40,397 ) ( 37,395 ) ( 6,272 )

Taxation for the year 111,785 55,872 42,778

Effective tax rate ( 21.0 ) % ( 6.8 ) % ( 2.2 ) %

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Significant components of deferred tax assets (liabilities) are as follows:

Year Ended December 31,

2024 2023 2022

Accruals and reserves 121,549 106,708 97,896

Net operating losses carryforward 1,137,890 996,588 862,214

Stock-based compensation 38,397 26,687 19,700

Research tax credits 34,561 68,117 86,000

Tax relief credits 704,928 704,928 —

Intangible asset amortization 1,081,442 699,974 813,043

Lease liability obligation 11,882 7,893 10,348

R&D and other capitalized costs 277,061 164,190 63,156

Total gross deferred tax assets 3,407,710 2,775,085 1,952,357

Less valuation allowance ( 3,403,505 ) ( 2,771,470 ) ( 1,943,775 )

Net deferred tax assets 4,205 3,615 8,582

Property, plant and equipment, net ( 10,795 ) ( 12,374 ) ( 14,480 )

Tax on unremitted earnings ( 23,735 ) — —

Right of use asset ( 11,682 ) ( 7,735 ) ( 10,098 )

Total gross deferred tax liabilities ( 46,212 ) ( 20,109 ) ( 24,578 )

Net deferred tax assets/(liabilities) ( 42,007 ) ( 16,494 ) ( 15,996 )

Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

After consideration of all positive and negative evidence, the Company believes that as of December 31, 2024, it is more likely than not that net deferred tax assets will not be realized.

Adjustments may be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded.

The valuation allowances for the years ended December 31, 2024, 2023 and 2022 were as follows:

Year Ended December 31,

2024 2023 2022

Beginning balance, as of January 1 2,771,470 1,943,775 1,758,409

Additions/(subtractions) charged to income tax provision 157,286 845,811 229,550

Additions/(subtractions) charged to equity 497,823 — —

Currency translation and other ( 23,074 ) ( 18,116 ) ( 44,184 )

Ending balance, as of December 31 3,403,505 2,771,470 1,943,775

As of December 31, 2024 and 2023, the Company had net operating losses of approximately $ 6,720,659 and $ 5,945,753 , respectively.

As of December 31, 2024, net operating losses were primarily comprised of:

$ 2,185,546 from entities in the PRC which expire in years 2025 through 2034;

and $ 4,526,020 derived from Switzerland which expires in years 2025 through 2031.

The Company has approximately $ 43,677 of U.S.

research tax credits which will expire between 2036 and 2044 and approximately $ 704,928 of Switzerland tax relief credits which will expire in 2028, if not utilized.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The gross unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 were as follows:

Year Ended December 31,

2024 2023 2022

Beginning balance, as of January 1 14,264 11,555 9,925

Additions based on tax positions related to prior tax years — — —

Reductions based on tax positions related to prior tax years — — —

Additions based on tax positions related to the current tax year 2,975 2,709 1,630

Reductions based on lapse of statute of limitations — — —

Ending balance, as of December 31 17,239 14,264 11,555

Current and prior year additions include assessment of U.S.

federal and state tax credits and incentives.

As of December 31, 2024, the Company had $ 17,239 of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months.

The Company has elected to record interest and penalties related to income taxes as a component of income tax expense.

For the years ended December 31, 2024, 2023 and 2022, the Company’s accrued interest and penalties, where applicable, related to uncertain tax positions were not material.

The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in multiple jurisdictions globally.

As of December 31, 2024, Australia tax matters are open to examination for the years 2013 through 2024, China tax matters are open to examination for the years 2014 through 2024, Switzerland tax matters are open to examination for the years 2021 through 2024, and U.S.

federal tax matters are open to examination for years 2015 through 2024.

states and other non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2014 through 2024.

The Company qualifies for the Technology Advanced Service Enterprises and High and New Technology Enterprise status for certain subsidiaries in China, which begin to expire at the end of 2025.

The income tax benefits attributable to this status for the year ended December 31, 2024 is approximately $ 4,631 , or less than $ 0.01 per share outstanding.

During 2024, the Company concluded that a portion of earnings from certain subsidiaries, primarily in the U.S.

and Canada, are no longer indefinitely reinvested.

As a result, the Company recognized a deferred tax liability of $ 23,735 .

The Company continues to assert that earnings in other jurisdictions remain permanently reinvested.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Supplemental Balance Sheet Information

Prepaid expenses and other current assets consist of the following:

As of December 31,

Prepaid research and development costs 64,277 60,476

Prepaid taxes 23,792 37,320

Other receivables 32,828 37,859

Prepaid general and administrative expenses 21,253 14,619

Prepaid manufacturing cost 19,333 42,066

Short-term restricted cash 9,312 11,473

Prepaid insurance 6,242 8,872

Other current assets 15,882 44,780

Total 192,919 257,465

Other non-current assets consist of the following:

As of December 31,

Long-term investments 128,933 89,644

Prepaid supply cost 12,249 18,122

Rental deposits and other 8,481 8,195

Prepayment of property and equipment 5,927 4,144

Prepaid VAT 2,875 2,546

Long-term restricted cash 2,025 2,711

Total 160,490 125,362

Accrued expenses and other payables consisted of the following:

As of December 31,

Compensation related 248,348 217,803

Sales rebates and returns related 235,600 139,936

External research and development activities related 154,269 162,969

Commercial activities 77,530 87,572

Accrued general and administrative expenses 31,106 36,203

Individual income tax and other taxes 34,904 30,083

Other 21,956 19,165

Total 803,713 693,731

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other long-term liabilities consist of the following:

As of December 31,

Deferred government grant income 30,324 34,204

Pension liability 16,405 14,995

Asset retirement obligation 3,794 1,127

Other 16,212 484

Total 66,735 50,810

The following table summarizes the Company’s short-term and long-term debt obligations as of December 31, 2024 and 2023:

Lender Borrower Line of Credit Term Maturity Date Interest Rate As of December 31,

China Construction Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 580,000 9 -year

June 11, 2027 1 16,440 120,000 14,089 100,000

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 350,000 9 -year

January 20, 2029 2 8,611 62,857 8,856 62,857

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 378,000 9 -year

November 8, 2029 3 8,148 59,475 5,636 40,000

China CITIC Bank BeiGene (Suzhou) Co., Ltd.

RMB 480,000 10 -year

July 28, 2032 4 1,384 10,100 — —

China Merchants Bank BeiGene, Ltd.

$ 380,000 1 -year

5 380,000 2,773,723 300,000 2,129,321

China Minsheng Bank BeiGene, Ltd.

$ 150,000 1 -year

December 16, 2025 6.8 % 150,000 1,094,891 150,000 1,064,660

China Industrial Bank BeiGene, Ltd.

RMB 675,000 364 -days

March 27, 2025 6 92,475 675,000 — —

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 400,000 1 -year

June 5, 2025 3.0 % 54,800 400,000 56,356 400,000

HSBC Bank BeiGene, Ltd.

RMB 340,000 1 -year

May 5, 2025 7 46,580 340,000 47,903 340,000

China Industrial Bank BeiGene (Suzhou) Co., Ltd.

RMB 200,000 1 -year

May 29, 2024 2.8 % — — 28,177 200,000

Shanghai Pudong Development Bank BeiGene, Ltd.

RMB 700,000 1 -year

November 24, 2025 2.9 % 93,091 679,492 49,312 350,000

China Merchants Bank BeiGene (Suzhou) Co., Ltd.

RMB 200,000 1 -year

May 24, 2024 3.2 % — — 28,037 199,000

Total short-term debt 851,529 6,215,538 688,366 4,885,838

China Construction Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 580,000 9 -year

June 11, 2027 1 41,100 300,000 59,174 420,000

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 350,000 9 -year

January 20, 2029 2 27,987 204,286 37,638 267,143

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 378,000 9 -year

November 8, 2029 3 33,020 241,025 42,337 300,500

China CITIC Bank BeiGene (Suzhou) Co., Ltd.

RMB 480,000 10 -year

July 28, 2032 4 64,377 469,900 58,469 415,000

Total long-term debt 166,484 1,215,211 197,618 1,402,643

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 4.2 % as of December 31, 2024.

The Company repaid $ 13,739 (or RMB 100,000 ) during the year ended December 31, 2024.

The loan is secured by BeiGene Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 3.7 % as of December 31, 2024.

The Company repaid $ 8,730 (RMB 62,857 ) during the year ended December 31, 2024.

The loan is secured by Guangzhou Factory’s second land use right and certain fixed assets.

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 3.8 % as of December 31, 2024.

The Company repaid $ 5,562 (RMB 40,000 ) during the year ended December 31, 2024.

The loan is secured by fixed assets that will be placed into service upon completion of the third phase of the Guangzhou manufacturing facility’s build out.

The outstanding borrowings bear a floating interest rate benchmarked against prevailing interest rates of certain PRC financial institutions.

The loan interest rate was 3.7 % as of December 31, 2024 .

The Company drew down $ 9,053 (RMB 65,000 ) during the year ended December 31, 2024.

The loan is secured by BeiGene (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

The outstanding borrowings bear floating interest rates benchmarking the secured overnight financing rate.

The loan interest rate was 6.2 % as of December 31, 2024.

$ 80,000 of the borrowing matures on January 27, 2025, and $ 300,000 matures on December 17, 2025.

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 2.6 % as of December 31, 2024 .

The outstanding borrowings bear floating interest rates benchmarking Hong Kong interbank market rate for RMB.

The loan interest rate was 4.4 % as of December 31, 2024.

The Company has numerous financial and non-financial covenants on its debt obligations with various banks and other lenders.

Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default.

However, the Company’s debt is primarily short-term in nature.

Any acceleration would be a matter of months but may impact the Company’s ability to refinance debt obligations if an event of default occurs.

As of December 31, 2024, the Company is in compliance with all covenants of our material debt agreements.

Contractual Maturities of Debt Obligations

The aggregate contractual maturities of all borrowings due subsequent to December 31, 2024 are as follows:

Maturity dates Amounts

Year ending December 31, 2025 851,529

Year ending December 31, 2026 46,207

Year ending December 31, 2027 46,207

Year ending December 31, 2028 25,657

Year ending December 31, 2029 19,657

Thereafter 28,756

Total 1,018,013

Interest Expense

Interest on bank loans is paid quarterly until the respective loans are fully settled.

Interest expense recognized for the years ended December 31, 2024, 2023 and 2022 amounted to $ 46,894 , $ 20,800 and $ 21,699 , respectively, among which, $ 32,158 , $ 16,571 and $ 2,594 was capitalized, respectively.

Interest paid for the years ended December 31, 2024, 2023 and 2022, net of amounts capitalized, amounted to $ 19,723 , $ 3,484 and $ 22,489 , respectively.

Product Revenue

The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA and TEVIMBRA in the U.S., China, and other regions;

XGEVA, BLINCYTO and KYPROLIS in China under a license from Amgen;

REVLIMID ® and VIDAZA ® in China under a license from BMS;

and POBEVCY ® in China under a license from Bio-Thera.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The table below presents the Company’s net product sales for the years ended December 31, 2024, 2023 and 2022.

Year Ended December 31,

2024 2023 2022

Product revenue - gross 4,786,744 2,718,969 1,438,440

Rebates and sales returns ( 1,007,198 ) ( 529,117 ) ( 183,828 )

Product revenue - net 3,779,546 2,189,852 1,254,612

The following table disaggregates net product revenue by product for the years ended December 31, 2024, 2023 and 2022.

Year Ended December 31,

2024 2023 2022

2,644,226 1,290,396 564,651

Tislelizumab 620,836 536,620 422,885

224,403 92,828 63,398

74,331 54,342 36,107

66,171 39,799 13,696

53,509 56,547 38,124

36,028 76,018 79,049

Other 60,042 43,302 36,702

Total product revenue - net 3,779,546 2,189,852 1,254,612

The following table presents the roll-forward of accrued sales chargebacks, rebates, returns and other deductions for the years ended December 31, 2024 and 2023.

Rebates, Returns and Other Deductions Contra AR Accruals Total

Balance at December 31, 2022 41,817 8,580 50,397

Amounts charged against product revenue 275,031 254,086 529,117

Payments and credits ( 176,912 ) ( 232,231 ) ( 409,143 )

Balance at December 31, 2023 139,936 30,435 170,371

Amounts charged against product revenue 491,756 515,442 1,007,198

Payments and credits ( 396,092 ) ( 495,178 ) ( 891,270 )

Balance at December 31, 2024 235,600 50,699 286,299

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Loss Per Share

Loss per share was calculated as follows:

Year Ended December 31,

2024 2023 2022

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Weighted average shares outstanding for computing basic and diluted loss per share 1,368,746,793 1,357,034,547 1,340,729,572

Loss per share ( 0.47 ) ( 0.65 ) ( 1.49 )

For the years ended December 31, 2024, 2023 and 2022, the computation of basic loss per share using the two-class method was not applicable, as the Company was in a net loss position.

The effects of all share options and restricted share units were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive during the years ended December 31, 2024, 2023 and 2022.

Share-Based Compensation

2016 Share Option and Incentive Plan

In January 2016, in connection with its U.S.

IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the “2016 Plan”), which became effective in February 2016.

The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that are cancelled or forfeited without issuance of ordinary shares.

As of December 31, 2024, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,166,900 .

The 2016 Plan provided for an annual increase in the shares available for issuance, to be added on the first day of each fiscal year, beginning on January 1, 2017, equal to the lesser of (i) five percent ( 5 %)% of the outstanding shares of the Company’s ordinary shares on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the Company’s board of directors or the compensation committee.

On January 1, 2018, 29,603,616 ordinary shares were added to the 2016 Plan under this provision.

However, in August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated 2016 Plan to remove this “evergreen” provision and implement other changes required by the Hong Kong Stock Exchange (“HKEx”) rules.

In December 2018, the shareholders of the Company approved a second amended and restated 2016 Plan to increase the number of shares authorized for issuance by 38,553,159 ordinary shares, as well as amend the cap on annual compensation to independent directors and make other changes.

In June 2020, the shareholders approved an Amendment No.

1 to the 2016 Plan to increase the number of shares authorized for issuance by 57,200,000 ordinary shares and to extend the term of the plan through April 13, 2030.

The number of shares available for issuance under the 2016 Plan is subject to adjustment in the event of a share split, share dividend or other change in the Company’s capitalization.

As of December 31, 2024, share-based awards to acquire 83,064,175 ordinary shares were available for future grant under the 2016 Plan.

In order to continue to provide incentive opportunities under the 2016 Plan, the Board of Directors and shareholders of the Company approved an amendment to the 2016 Plan (the “Amendment No.

2”), which became effective as of June 22, 2022, to increase the number of authorized shares available for issuance under the 2016 Plan by 66,300,000 ordinary shares, or 5 %, of the Company’s outstanding shares as of March 31, 2022.

In June 2024, the shareholders approved a third amended and restated 2016 Plan to increase the number of shares authorized for issuance by 92,820,000 .

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

2018 Inducement Equity Plan

In June 2018, the board of directors of the Company approved the 2018 Inducement Equity Plan (the “2018 Plan”) and reserved 12,000,000 ordinary shares to be used exclusively for grants of awards to individuals who were not previously employees of the Company or its subsidiaries, as a material inducement to the individual’s entry into employment with the Company or its subsidiaries, within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.

The 2018 Plan was approved by the board of directors upon recommendation of the compensation committee, without shareholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The terms and conditions of the 2018 Plan, and the forms of award agreements to be used thereunder, are substantially similar to the 2016 Plan and the forms of award agreements thereunder.

In August 2018, in connection with the listing of the Company’s ordinary shares on the HKEx, the board of directors of the Company approved an amended and restated 2018 Plan to implement changes required by the HKEx rules.

Upon the effectiveness of Amendment No.

2 to the 2016 Plan, on June 22, 2022, the 2018 Plan was terminated to the effect that no new equity awards shall be granted under the plan but the outstanding equity awards under the plan shall continue to vest and/or be exercisable in accordance with their terms.

2018 Employee Share Purchase Plan

In June 2018, the shareholders of the Company approved the 2018 Employee Share Purchase Plan (the “ESPP”).

Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP.

In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated ESPP to remove an “evergreen” share replenishment provision originally included in the plan and implement other changes required by the HKEx rules.

In December 2018, the shareholders of the Company approved a second amended and restated ESPP to increase the number of shares authorized for issuance by 3,855,315 ordinary shares to 7,355,315 ordinary shares.

In June 2024, the shareholders of the Company approved a fourth amended and restated ESPP to increase the number of shares authorized for issuance by 5,070,000 ordinary shares to 12,425,315 ordinary shares.

The ESPP allows eligible employees to purchase the Company’s ordinary shares (including in the form of ADSs) at the end of each offering period, which will generally be six months , at a 15 % discount to the market price of the Company’s ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period.

Eligible employees are able to authorize payroll deductions of up to 10 % of their eligible earnings, subject to applicable limitations.

The following tables summarizes the shares issued under the ESPP:

Market Price 1

Purchase Price 2

Issuance Date Number of Ordinary Shares Issued ADS Ordinary ADS Ordinary Proceeds

August 31, 2024 1,035,996 $ 165.20 $ 12.69 $ 140.27 $ 10.78 $ 11,178

February 29, 2024 1,021,397 $ 165.65 $ 12.74 $ 140.80 $ 10.83 $ 11,063

August 31, 2023 794,144 $ 207.55 $ 15.97 $ 176.42 $ 13.57 $ 10,777

February 28, 2023 930,582 $ 171.10 $ 13.16 $ 145.44 $ 11.19 $ 10,414

August 31, 2022 861,315 $ 171.66 $ 13.20 $ 145.91 $ 11.22 $ 9,667

February 28, 2022 667,160 $ 210.52 $ 16.19 $ 178.94 $ 13.76 $ 9,183

1 The market price is the lower of the closing price on Nasdaq on the issuance date or the offering date, in accordance with the terms of the ESPP.

2 The purchase price is the price which was discounted from the applicable market price, in accordance with the terms of the ESPP.

As of December 31, 2024, 4,953,682 ordinary shares were available for future issuance under the ESPP.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Share options

Generally, share options have a contractual term of 10 years and vest over a three - to five-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter.

Restricted shares and restricted share units generally vest over a four-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter, or sometimes vest upon the achievement of pre-specified performance conditions.

The following table summarizes the Company’s share option activities under the 2011, 2016 and 2018 Plans:

Options Weighted

Price Weighted

Value Weighted

Term Aggregate

Intrinsic Value

Outstanding at December 31, 2021 72,204,888 7.08

Granted 12,516,816 12.34 6.40

Exercised ( 5,898,217 ) 4.63 52,258

Forfeited ( 2,296,634 ) 16.46

Outstanding at December 31, 2022 76,526,853 7.85

Granted 9,817,925 16.37 8.14

Exercised ( 6,974,331 ) 4.54 92,051

Forfeited ( 1,225,334 ) 17.60

Outstanding at December 31, 2023 78,145,113 9.06

Granted 9,180,301 12.53 6.62

Exercised ( 6,812,624 ) 3.87 69,946

Forfeited ( 2,530,134 ) 15.87

Outstanding at December 31, 2024 77,982,656 9.70 4.83 429,581

Exercisable as of December 31, 2024 60,173,280 8.42 3.7 406,868

Vested and expected to vest at December 31, 2024 75,311,250 9.55 4.7 426,174

As of December 31, 2024, the unrecognized compensation cost related to 15,137,970 unvested share options expected to vest was $ 82,424 .

This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.4 years.

The total fair value of employee share option awards vested during the years ended December 31, 2024, 2023 and 2022 was $ 68,420 , $ 61,121 and $ 62,548 , respectively.

Fair value of options

The Company uses the binomial option-pricing model in determining the estimated fair value of the options granted.

The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options.

For expected volatilities, the trading history and observation period of the Company’s own share price is used in conjunction with historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company.

For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management’s estimation, which the Company believes is representative of the future exercise pattern of the options.

The risk-free rate for periods within the contractual life of the option is based on the U.S.

Treasury Bills yield curve in effect at the time of grant.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table presents the range of fair values and the assumptions used to estimate those fair values of the share options granted in the years presented:

Year Ended December 31,

2024 2023 2022

Fair value of ordinary share $ 5.72 ~ $ 9.19

$ 7.26 ~ $ 10.72

$ 5.51 ~ $ 9.04

Risk-free interest rate 3.8 % ~ 4.6 %

3.4 % ~ 4.6 %

1.8 % ~ 3.9 %

Expected exercise multiple 2.8

Expected volatility 57 % ~ 58 %

Expected dividend yield 0 % 0 % 0 %

Contractual life 10 years 10 years 10 years

Restricted share units

The following table summarizes the Company’s restricted share unit activities under the 2016 and 2018 Plans:

of Shares Weighted-Average

Grant Date Fair Value

Outstanding at December 31, 2021 36,082,982 18.33

Granted 38,707,669 12.46

Vested ( 12,533,586 ) 16.37

Forfeited ( 6,859,892 ) 16.72

Outstanding at December 31, 2022 55,397,173 14.87

Granted 34,573,994 15.57

Vested ( 17,862,598 ) 14.71

Forfeited ( 5,707,546 ) 15.47

Outstanding at December 31, 2023 66,401,023 15.22

Granted 49,693,592 12.53

Vested ( 21,251,477 ) 15.53

Forfeited ( 9,012,471 ) 14.46

Outstanding at December 31, 2024 85,830,667 13.67

Expected to vest at December 31, 2024 72,956,067 13.67

As of December 31, 2024, the unrecognized compensation cost related to unvested restricted share units expected to vest was $ 801,403 .

This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.7 years.

Share-based compensation expense

The following table summarizes total share-based compensation cost recognized for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Research and development 186,113 163,550 139,348

Selling, general and administrative 255,680 204,038 163,814

Total 441,793 367,588 303,162

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Accumulated Other Comprehensive (Loss) Income

The movement of accumulated other comprehensive (loss) income was as follows:

Foreign Currency

Adjustments Unrealized

Gains/Losses on

Available-for-Sale

Securities Pension Liability Adjustments Total

December 31, 2022 ( 62,523 ) ( 9,011 ) ( 5,883 ) ( 77,417 )

Other comprehensive income (loss) before reclassifications ( 25,464 ) 9,046 ( 6,422 ) ( 22,840 )

Amounts reclassified from accumulated other comprehensive loss 1

Net-current period other comprehensive (loss) income ( 25,464 ) 9,046 ( 5,611 ) ( 22,029 )

December 31, 2023 ( 87,987 ) 35 ( 11,494 ) ( 99,446 )

Other comprehensive loss before reclassifications ( 47,565 ) ( 35 ) ( 2,753 ) ( 50,353 )

Amounts reclassified from accumulated other comprehensive loss 1

Net-current period other comprehensive loss ( 47,565 ) ( 35 ) ( 1,942 ) ( 49,542 )

December 31, 2024 ( 135,552 ) — ( 13,436 ) ( 148,988 )

1 The amounts reclassified from accumulated other comprehensive (loss) income were included in other (expense) income, net in the consolidated statements of operations.

Shareholders’ Equity

During the years ended December 31, 2024, 2023 and 2022, the Company completed the following equity transactions:

BMS Settlement

On August 1, 2023, the Company entered into a Settlement and Termination Agreement (the “Settlement Agreement”) with BMS-Celgene and certain of its affiliates relating to the termination of the parties’ ongoing contractual relationships, the previously-disclosed ongoing arbitration proceeding concerning ABRAXANE ® (the “Arbitration”), the License and Supply Agreement (“LSA”), the Amended and Restated Quality Agreement (the “QA”), and the Share Subscription Agreement (the “SSA”), entered into by the parties in 2017 and 2018.

Pursuant to the Settlement Agreement, the parties agreed to mutually dismiss the Arbitration and BMS-Celgene and its affiliates agreed to transfer 23,273,108 ordinary shares of the Company originally purchased in 2017, in each case subject to and in accordance with the terms and conditions of the Settlement Agreement.

In consideration for the shares being returned, the Company agreed to drop its claims pursuant to the Settlement Agreement.

Furthermore, the parties agreed to terminate the LSA and QA on December 31, 2023, subject to the Company’s right to continue selling all inventory of REVLIMID and VIDAZA until sold out or February 2025, whichever is earlier.

The Settlement Agreement provides for a settlement and release by each party of claims arising from or relating to the Arbitration, the LSA, the QA and the SSA, as well as other disputes and potential disputes between the parties, in each case subject to and in accordance with the terms and conditions of the Agreement.

The receipt of the shares occurred on August 15, 2023.

The Company recorded a noncash gain upon receipt of $ 362,917 , which represents the fair value on the day the shares were received.

The gain was recorded within other (expense) income, net in the consolidated statements of operations.

The shares were constructively retired during the year ended December 31, 2023.

The Company recorded the amount of the cancelled shares in excess of par to additional paid-in capital.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Restricted Net Assets

The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries.

Relevant PRC laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

The results of operations reflected in the consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.

In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10 % of its annual after-tax profit until such reserve has reached 50 % of its respective registered capital based on the enterprise’s PRC statutory accounts.

A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts.

The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends.

The Company’s PRC subsidiaries were established as domestic invested enterprises and therefore were subject to the above-mentioned restrictions on distributable profits.

During the years ended December 31, 2024, 2023 and 2022, no appropriation to statutory reserves was made, because the PRC subsidiaries had an accumulated deficit as of the end of such periods.

As a result of these PRC laws and regulations, including the requirement to make annual appropriations of at least 10 % of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company.

Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans, and advances.

As of December 31, 2024 and 2023, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 1,709,961 and $ 2,114,277 , respectively.

Employee Benefit Plans

Defined Contribution Plans

Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees.

Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the government for these benefits based on certain percentages of the employees’ salaries.

The Company has no legal obligation for the benefits beyond the contributions made.

The total amounts for such employee benefits, which were expensed as incurred, were $ 101,779 , $ 94,358 and $ 83,860 for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company maintains a defined contribution 401(k) savings plan (the “401(k) Plan”) for U.S.

The 401(k) Plan covers all U.S.

employees, and allows participants to defer a portion of their annual compensation on a pretax or Roth basis.

In addition, the Company has a matching contribution to the 401(k) Plan, which, in the 2024 plan year, matched dollar for dollar of eligible contributions up to 6 %.

Company contributions to the 401(k) Plan totaled $ 20,839 , $ 15,316 and $ 10,298 in the years ended December 31, 2024, 2023 and 2022, respectively.

The Company maintains a government mandated program to cover its employees in Switzerland for pension, death, or disability.

The program is considered a defined contribution plan.

Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors.

Company contributions into the program amounted to $ 3,825 , $ 2,710 , and $ 3,887 in the years ended December 31, 2024, 2023 and 2022, respectively.

Company contributions into defined contribution plans for the remaining subsidiaries were immaterial.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Defined Benefit Plan

The Company maintains a defined benefit pension plan covering its employees in Switzerland (the “Swiss Plan”).

This plan is a government mandated fund that provides benefits to employees upon retirement, death, or disability.

Contributions are made based on various percentages of participants’ salaries and wages determined based on participants’ age and other factors.

As of December 31, 2024 and 2023, the projected benefit obligations under the Swiss Plan were approximately $ 80,199 and $ 70,600 , respectively, and plan assets were approximately $ 63,794 and $ 55,605 , respectively.

The funded status of the Swiss Plan is included in other long-term liabilities in the accompanying consolidated balance sheets.

The Company’s annual contribution to the Swiss Plan is estimated to be approximately $ 3,922 in 2025 and is expected to evolve thereafter proportionally with changes in staffing and compensation levels, actuarial assumptions and actual investment returns on plan assets.

The following table reflects the total expected benefit payments to Swiss Plan participants in the following 10 years and have been estimated based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2024:

Year ending December 31, 2025 692

Year ending December 31, 2026 604

Year ending December 31, 2027 994

Year ending December 31, 2028 593

Year ending December 31, 2029 1,922

Thereafter 8,657

Commitments and Contingencies

Purchase Commitments

As of December 31, 2024, the Company had purchase commitments amounting to $ 131,944 , of which $ 32,538 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 99,406 related to binding purchase order obligations of inventory from Amgen.

The Company does not have any minimum purchase requirements for inventory from Amgen.

Capital Commitments

The Company had capital commitments amounting to $ 48,347 for the acquisition of property, plant and equipment as of December 31, 2024 related to various facilities across the globe.

Co-Development Funding Commitment

Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global clinical development costs for the Amgen oncology pipeline assets up to a total cap of $ 1,250,000 .

The Company is funding its portion of the co-development costs by contributing cash and/or development services.

As of December 31, 2024, the Company’s remaining co-development funding commitment was $ 335,261 .

Funding Commitment

The Company had committed capital related to two equity method investments in the amount of $ 15,053 .

As of December 31, 2024, the remaining capital commitment was $ 7,404 and is expected to be paid from time to time over the investment period.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other Business Agreements

The Company enters into agreements in the ordinary course of business with contract research organizations (“CROs”) to provide research and development services.

These contracts are generally cancellable at any time by the Company with prior written notice.

The Company also enters into collaboration agreements with institutions and companies to license intellectual property.

The Company may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with its collaboration agreements.

Payments under these agreements generally become due and payable upon achievement of such milestones or sales.

These commitments are not recorded on the consolidated balance sheet because the achievement and timing of these milestones are not fixed and determinable.

When the achievement of these milestones or sales have occurred, the corresponding amounts are recognized in the consolidated financial statements.

Segment and Geographic Information

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company operates in one segment:

pharmaceutical products.

Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance, and allocates resources on a consolidated basis.

The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net loss.

Significant segment expenses reviewed by the CODM on a regular basis included within net loss include cost of product sales, research and development expenses and selling, general and administrative expenses which are separately presented on the Company’s Consolidated Statements of Operations.

Other segment items within net loss include interest income, net, other (expense) income, net and income tax expense.

The Company’s long-lived assets are primarily located in the U.S.

Net product revenues by geographic area are based upon the location of the customer, and net collaboration revenue is recorded in the jurisdiction in which the related income is expected to be sourced from.

Total net revenues by geographic area are presented as follows:

Year Ended December 31,

2024 2023 2022

- total revenue 1,957,498 1,128,219 502,626

Product revenue 1,950,530 945,551 389,710

Collaboration revenue 6,968 182,668 112,916

China- total revenue 1,411,307 1,101,951 840,032

Product revenue 1,390,699 1,093,091 840,032

Collaboration revenue 20,608 8,860 —

Europe- total revenue 362,626 202,014 63,257

Product revenue 359,507 122,228 14,864

Collaboration revenue 3,119 79,786 48,393

Rest of world- total revenue 78,810 26,595 10,006

Product revenue 78,810 28,982 10,006

Collaboration revenue — ( 2,387 ) —

Total Revenue 3,810,241 2,458,779 1,415,921

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data