Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on their evaluation, required by paragraph (b) of Rules 13a-15 or 15d-15, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act are effective, at a reasonable assurance level, as of December 31, 2024, to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in U.S. Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management concluded that we maintained effective internal control over financial reporting as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been tested by Ernst & Young LLP, our independent registered public accounting firm, as stated in their report which is included in “Item 8—Financial Statements and Other Supplementary Data” in this Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a‑15(d) and 15d‑15(d) of the Exchange Act that occurred during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
177
Item 9B. Other Information
(a)
Not applicable.
(b)
There were no trading arrangements for the purchase or sale of our securities entered into, modified or terminated by our directors or officers during the fourth quarter of 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
On March 30, 2022, the SEC added us to its conclusive list of issuers identified under the HFCAA following the filing of our annual report on Form 10-K with the SEC on February 28, 2022, which annual report was audited by Ernst & Young Hua Ming LLP, a registered public accounting firm in mainland China that the PCAOB previously was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction. However, as our global business has expanded, we have evaluated, designed and implemented business processes and control changes and built substantial organizational capabilities outside of China. Therefore, on March 23, 2022, following a review process carried out by our audit committee, Ernst & Young Hua Ming LLP resigned as our independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting to be filed with the SEC. On the same day, our audit committee approved the engagement of Ernst & Young LLP, located in Boston, Massachusetts, U.S., as the Company’s independent registered public accounting firm for the audit of our financial statements and internal control over financial reporting commencing for the fiscal year ending December 31, 2022. Given that Ernst & Young LLP (U.S.) now serves as the principal accountant to audit our consolidated financial statements, we are able to comply with the HFCAA and certify that we have retained a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate which would preclude a further finding by the SEC that we are a Commission-Identified Issuer.
In December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there are no Commission-Identified Issuers at risk of having their securities subject to a trading prohibition under the HFCAA.
To the extent known by the Company, the Company is not aware of and has no reason to believe that any governmental entity in the foreign jurisdiction in which the Company is incorporated or otherwise organized owns shares of any capital stock of record of the Company. Furthermore, to the extent known by the Company, the Company is not aware of and has no reason to believe that that any government entity in the foreign jurisdiction where its consolidated foreign operating entities are incorporated or otherwise organized owns shares of any capital stock of record of its consolidated foreign operating entities. The Company has determined that no governmental entity in China has a controlling financial interest in the Company or its consolidated foreign operating entities. To the extent known by the Company, the Company is not aware of and has no reason to believe that any official of the Chinese Communist Party is a board member of the Company or its consolidated foreign operating entities. The articles of incorporation of the Company, as amended, and those of its consolidated foreign operating entities, do not contain any wording received from any charter of the Chinese Communist Party.
178
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2024.
Item 11. Executive Compensation
The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2024.
Item 14. Principal Accountant Fees and Services
Our independent public accounting firm is Ernst & Young LLP (PCAOB ID: 00 42 ), located in Boston, Massachusetts, U.S.
The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2024.
179
PART IV
Item 15. Exhibits and Financial Statement Schedules
The financial statements listed in the Index to Consolidated Financial Statements beginning on page 130 are filed as part of this Annual Report.
We have included Additional Financial Information of Parent Company - Financial Statements Schedule I for the years ended December 31, 2024, 2023 and 2022 on page 181 . No other financial statement schedules have been filed as part of this report because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
The exhibits filed as part of this Annual Report are set forth on the Exhibit Index immediately following our consolidated financial statements. The Exhibit Index is incorporated herein by reference.
180
Schedule I - Condensed Financial Information of Registrant
BeiGene, Ltd.
Financial Information of Parent Company
Condensed Statements of Operations
(Amounts in thousands of U.S. Dollars (“$”))
Year Ended December 31,
2024 2023 2022
$ $ $
Operating expenses
Research and development 353,903 326,560 637,152
Selling, general and administrative 357,103 304,543 228,801
Total operating expenses 711,006 631,103 865,953
Loss from operations ( 711,006 ) ( 631,103 ) ( 865,953 )
Interest income, net 3,101 48,982 39,585
Other income (expense), net 63,522 ( 297,856 ) ( 1,173,306 )
Loss before income taxes ( 644,383 ) ( 879,977 ) ( 1,999,674 )
Income tax expense 403 1,731 4,141
Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )
181
BeiGene, Ltd.
Financial Information of Parent Company
Condensed Statements of Comprehensive Loss
(Amounts in thousands of U.S. Dollars (“$”))
Year Ended December 31,
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 ( 47,565 ) ( 25,464 ) ( 90,421 )
Pension liability adjustments, net ( 1,942 ) ( 5,611 ) 365
Unrealized holding gain (loss), net ( 35 ) 9,046 ( 5,311 )
Comprehensive loss ( 694,328 ) ( 903,737 ) ( 2,099,182 )
182
BeiGene, Ltd.
Financial Information of Parent Company
Condensed Balance Sheets
(Amounts in thousands of U.S. Dollars (“$”))
As of December 31,
2024 2023
$ $
Assets
Current assets:
Cash and cash equivalents 400,135 723,964
Prepaid expenses and other current assets 249,016 785,471
Total current assets 649,151 1,509,435
Loans to subsidiaries 1,731,266 2,030,249
Investment in wholly owned subsidiaries 2,081,335 1,207,352
Other non-current assets 114,728 69,361
Total assets 4,576,480 4,816,397
Liabilities and shareholders’ equity
Current liabilities:
Accrued expenses and other payables 424,111 197,289
Indebtedness to subsidiaries — 362,917
Short-term debt 762,146 547,215
Total current liabilities 1,186,257 1,107,421
Other long-term liabilities 58,000 171,649
Total liabilities 1,244,257 1,279,070
Total shareholders’ equity 3,332,223 3,537,327
Total liabilities and shareholders’ equity 4,576,480 4,816,397
183
BeiGene, Ltd.
Financial Information of Parent Company
Condensed Statements of Cash Flows
(Amounts in thousands of U.S. Dollars (“$”))
Year Ended December 31,
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:
Acquired in-process research and development — 15,000 —
Amortization of research and development cost share liability ( 73,226 ) ( 55,294 ) ( 96,402 )
Unrealized (gains) losses in subsidiaries ( 85,471 ) 237,351 932,071
Other items, net 31,651 ( 374,370 ) ( 596,496 )
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 1,053 30,519 6,671
Accrued expenses and other payables 627,307 ( 140,126 ) 875,826
Net cash used in operating activities ( 143,472 ) ( 1,168,628 ) ( 882,145 )
Cash flows from investing activities:
Purchases of short-term investments — ( 2,075 ) ( 1,485 )
Proceeds from sale or maturity of short-term investments 2,628 552,000 1,487,028
Purchase of in-process research and development — ( 15,000 ) ( 75,000 )
Investment in subsidiaries ( 406,624 ) ( 883,328 ) ( 2,675,908 )
Other investing activities ( 37,120 ) 188,656 79,004
Net cash used in investing activities ( 441,116 ) ( 159,747 ) ( 1,186,361 )
Cash flows from financing activities:
Proceeds from short-term loans 813,058 547,842 296,188
Repayment of short-term loans ( 593,898 ) ( 293,002 ) ( 247,460 )
Proceeds from option exercises and employee share purchase plan 45,371 55,712 46,965
Net cash provided by financing activities 264,531 310,552 95,693
Effect of foreign exchange rate changes, net ( 4,356 ) — —
Net decrease in cash, cash equivalents, and restricted cash ( 324,413 ) ( 1,017,823 ) ( 1,972,813 )
Cash, cash equivalents, and restricted cash, beginning of year 724,548 1,742,371 3,715,184
Cash, cash equivalents, and restricted cash, end of year 400,135 724,548 1,742,371
184
Notes
1. Schedule I has been provided pursuant to the requirements of Rules 12-04(a) and 5-04(c) of Regulation S-X (the “Rules”), which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
2. The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements. For purposes of this condensed financial information, BeiGene, Ltd. (the “Parent Company”)’s investments in its wholly owned and majority owned subsidiaries are recorded under the equity method of accounting in accordance with ASC 323.
3. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as allowed under the Rules. These footnote disclosures provide certain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements.
4. As of December 31, 2024, the Parent Company had a remaining capital commitment of $ 7,350 on an equity investment which is expected to be paid from time to time over the investment period. The Parent Company has unconditionally guaranteed the payment and performance of the obligations of BeiGene Switzerland GmbH in accordance with the terms of the global strategic oncology collaboration with Amgen Inc. No amounts have been recognized related to this guarantee. The Parent Company has no other material contingencies, long-term obligations or guarantees not already disclosed in its consolidated financial statements.
185
Item 16. Form 10‑K Summary
Not applicable.
186
Table of Contents
Exhibit Index
Exhibit No. Exhibit Description Filed/ Furnished
Herewith Incorporated by Reference
Herein from Form or Schedule Filing Date SEC File/
Reg. Number
3.1 Seventh Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
8-K
(Exhibit 3.1) 6/15/2023 001-37686
4.1 .1 Deposit Agreement dated February 5, 2016 by and among the Company, the Depositary and holders of the American Depositary Receipts
8-K
(Exhibit 4.1) 2/11/2016 001-37686
.2 Amendment No. 1 to Deposit Agreement, dated April 11, 2016, by and among the Registrant, Citibank, N.A. and holders of the American Depositary Receipts
8-K
(Exhibit 4.1) 4/11/2016 001-37686
.3 Letter Agreement, dated as of July 11, 2016, between the Registrant and Citibank, N.A.
10-Q
(Exhibit 4.7) 8/10/2016 001-37686
.4 Form of Letter Agreement between the Registrant and Citibank, N.A.
10-Q
(Exhibit 4.9) 5/10/2017 001-37686
4.2 Form of American Depositary Receipt (included in Exhibit 4.1.1)
4.3 Specimen Certificate for Ordinary Shares
S-1
(Exhibit 4.3) 12/9/2015 333-207459
4.4 .1 Registration Rights Agreement, dated as of November 16, 2016, by and among the Registrant and the investors named therein
8-K
(Exhibit 4.1) 11/17/2016 001-37686
.2 Amendment No. 1 to Registration Rights Agreement, dated December 1, 2020, between the Company and the Investors
8-K
(Exhibit 10.1) 12/2/2020 001-37686
.3 Amendment No. 2 to Registration Rights Agreement, dated May 3, 2023, between the Company and the Investors
10-Q
(Exhibit 10.3) 5/4/2023 001-37686
4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
X
Collaboration, License and Commercial Agreements
10.1 Share Subscription Agreement, dated July 5, 2017, by and between Celgene Switzerland LLC and the Registrant
8-K
(Exhibit 10.1) 7/6/2017 001-37686
10.2## Letter Agreement, dated June 14, 2019, by and among the Registrant, BeiGene Switzerland GmbH, Celgene Corporation and Celgene Switzerland LLC, to terminate the Amended and Restated Exclusive License and Collaboration Agreement, dated August 31, 2017
10-Q
(Exhibit 10.1) 8/8/2019 001-37686
10.3 .1## Share Purchase Agreement, dated October 31, 2019, by and between the Registrant and Amgen Inc.
10-K
(Exhibit 10.9) 3/2/2020 001-37686
.2 Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and between the Registrant and Amgen Inc.
10-K
(Exhibit 10.10) 3/2/2020 001-37686
.3 Restated Amendment No. 2 to Share Purchase Agreement, dated September 24, 2020, by and between the Registrant and Amgen Inc.
8-K
(Exhibit 10.1) 9/24/2020 001-37686
Table of Contents
Exhibit No. Exhibit Description Filed/ Furnished
Herewith Incorporated by Reference
Herein from Form or Schedule Filing Date SEC File/
Reg. Number
.4 Amendment No. 3 to Share Purchase Agreement, dated January 30, 2023, by and between the Registrant and Amgen Inc.
10-K
(Exhibit 10.4.4) 2/27/2023 001-37686
10.4 .1## Collaboration Agreement, dated October 31, 2019, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc.
10-K
(Exhibit 10.11) 3/2/2020 001-37686
.2## First Amendment to Collaboration Agreement, dated April 20, 2022, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc.
10-Q
(Exhibit 10.1) 8/8/2022 001-37686
.3## Second Amendment to Collaboration Agreement, dated February 26, 2023, by and among the Registrant, BeiGene Switzerland GmbH and Amgen Inc.
10-Q
(Exhibit 10.1) 5/4/2023 001-37686
10.5 Guarantee, dated October 31, 2019, by and between the Registrant and Amgen Inc.
10-K
(Exhibit 10.12) 3/2/2020 001-37686
Equity and Other Compensation Plans
10.6† 2011 Option Plan, as amended and form of option agreements thereunder
S-1
(Exhibit 10.1) 10/16/2015 333-207459
10.7† .1† Third Amended and Restated 2016 Share Option and Incentive Plan
8-K
(Exhibit 10.1) 6/5/2024 001-37686
.2† Form of Global Performance Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.5) 8/7/2024 001-37686
.3† Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.5) 8/2/2023 001-37686
.4† Form of Global Restricted Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.6) 8/7/2024 001-37686
.5† Form of Global Restricted Share Unit Award Agreement for Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.7) 8/7/2024 001-37686
.6† Form of Global Non-Qualified Share Option Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.8) 8/7/2024 001-37686
.7† Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.9) 8/2/2023 001-37686
.8† Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan
10-Q
(Exhibit 10.9) 8/7/2024 001-37686
10.8† Fourth Amended and Restated 2018 Employee Share Purchase Plan
8-K
(Exhibit 10.2) 6/5/2024 001-37686
10.9† Senior Executive Cash Incentive Bonus Plan
S-1
(Exhibit 10.19) 1/19/2016 333-207459
10.10† Independent Director Compensation Policy, as amended
8-K
(Exhibit 10.1) 3/20/2024 001-37686
Table of Contents
Exhibit No. Exhibit Description Filed/ Furnished
Herewith Incorporated by Reference
Herein from Form or Schedule Filing Date SEC File/
Reg. Number
Agreements with Executive Officers and Directors
10.11† Form of Indemnification Agreement, entered into between the Registrant and its directors and officers
S-1
(Exhibit 10.3) 1/19/2016 333-207459
10.12† Employment Agreement, dated April 25, 2017, by and between the Registrant and John V. Oyler
8-K
(Exhibit 10.1) 4/26/2017 001-37686
10.13 .1† Executive Employment Agreement, dated April 28, 2018, by and between BeiGene (Beijing) Co., Ltd. and Xiaobin Wu
10-Q
(Exhibit 10.1) 8/9/2018 001-37686
.2† Amended and Restated Employment Apportionment Agreement, dated June 16, 2023, by and between BeiGene (Beijing) Co., Limited, BeiGene Guangzhou Biologics Manufacturing Co., Ltd., BeiGene Pharmaceutical (Shanghai) Co., Ltd. and Xiaobin Wu
10-Q
(Exhibit 10.4) 8/2/2023 001-37686
10.14† Separation and Transition Agreement, dated July 17, 2024, by and between the Registrant and Julia Wang
10-Q
(Exhibit 10.4) 8/7/2024 001-37686
10.15† Consulting Agreement, dated December 7, 2023, by and between the Registrant and Xiaodong Wang
10-K
(Exhibit 10.16) 2/26/2024 001-37686
10.16† Employment Agreement, dated December 30, 2021, by and between BeiGene (Shanghai) Co., Ltd. and Lai Wang
10-K
(Exhibit 10.20) 2/28/2022 001-37686
10.17† Offer Letter, dated June 10, 2022, by and between the Registrant and Chan Lee
10-Q
(Exhibit 10.3) 8/2/2023 001-37686
10.18† Consulting Agreement, dated January 23, 2024, by and between the Registrant and Thomas Malley
10-Q
(Exhibit 10.2) 5/8/2024 001-37686
10.19† Offer Letter, effective July 22, 2024, by and between the Registrant and Aaron Rosenberg
10-Q
(Exhibit 10.3) 8/7/2024 001-37686
Table of Contents
Exhibit No. Exhibit Description Filed/ Furnished
Herewith Incorporated by Reference
Herein from Form or Schedule Filing Date SEC File/
Reg. Number
Other Agreements
10.20 Facility Agreement, dated as of December 9, 2024, by and between the Registrant and China Merchants Bank Co., Ltd.
8-K
(Exhibit 10.1) 12/10/2024 001-37686
10.21## Settlement and Termination Agreement, dated as of August 1, 2023, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl
10-Q
(Exhibit 10.1) 11/9/2023 001-37686
10.22## First Amendment to the Settlement and Termination Agreement, dated as of January 10, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl
10-K
(Exhibit 10.21) 2/26/2024 001-37686
10.23 Second Amendment to the Settlement and Termination Agreement, dated as of December 4, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl
X
19.1 Insider Trading Policy
10-K
(Exhibit 19.1) 2/26/2024 001-37686
19.2 Special Trading Procedures for Insiders
X
21 List of Subsidiaries of the Registrant
X
23.1 Consent of Ernst & Young LLP
X
31.1 Certification of Principal Executive Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
X
32.1* Certification of Principal Executive Officer and Principle Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
X
97 Compensation Recovery Policy
10-K
(Exhibit 97) 2/26/2024 001-37686
99.1 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
Table of Contents
Exhibit No. Exhibit Description Filed/ Furnished
Herewith Incorporated by Reference
Herein from Form or Schedule Filing Date SEC File/
Reg. Number
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X
† Indicates a management contract or any compensatory plan, contract or arrangement.
## Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[*]”, because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential.
* Furnished herewith.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10‑K to be signed on its behalf by the undersigned, thereunto duly authorized.
BEIGENE, LTD.
Date: February 27, 2025 By: /s/ JOHN V. OYLER
John V. Oyler
Chief Executive Officer and Chairman
(Principal Executive Officer)
Table of Contents
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints John V. Oyler, Aaron Rosenberg, and Chan Lee, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney‑in‑fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10‑K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys‑in‑fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys‑in‑fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed by the following persons in the capacities indicated below and on the dates indicated:
Signature Title Date
/s/ JOHN V. OYLER Chief Executive Officer and Chairman February 27, 2025
John V. Oyler (Principal Executive Officer)
/s/ AARON ROSENBERG Chief Financial Officer February 27, 2025
Aaron Rosenberg (Principal Financial Officer)
/s/ OLIVIER BRANDICOURT Director February 27, 2025
Olivier Brandicourt
/s/ MARGARET DUGAN Director February 27, 2025
Margaret Dugan
/s/ MICHAEL GOLLER Director February 27, 2025
Michael Goller
/s/ ANTHONY C. HOOPER Director February 27, 2025
Anthony C. Hooper
/s/ RANJEEV KRISHANA Director February 27, 2025
Ranjeev Krishana
/s/ ALESSANDRO RIVA Director February 27, 2025
Alessandro Riva
/s/ CORAZON (CORSEE) D. SANDERS Director February 27, 2025
Corazon (Corsee) D. Sanders
/s/ SHALINI SHARP Director February 27, 2025
Shalini Sharp
/s/ XIAODONG WANG Director February 27, 2025
Xiaodong Wang
/s/ QINGQING YI Director February 27, 2025
Qingqing Yi