BeOne Medicines Ltd. 10-Q

Item 1. Financial Statements BEIGENE, LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data) (Unaudited) Three Months Ended March 31, Note 2025 2024 $ $ Revenues Product revenue, net 11 1,108,530 746,918 Collaboration revenue 3 8,749 4,734 Total revenues 1,117,279 751,652 Cost of sales - product 165,002 124,935 Gross profit 952,277 626,717 Operating expenses Research and development 481,887 460,638 Selling, general and administrative 459,288 427,427 Total operating expenses 941,175 888,065 Income (loss) from operations 11,102 ( 261,348 ) Interest income, net 5,848 16,160 Other income, net 3,950 1,762 Income (loss) before income taxes 20,900 ( 243,426 ) Income tax expense 8 19,630 7,724 Net income (loss) 1,270 ( 251,150 ) Earnings (loss) per share Basic 12 0.00 ( 0.19 ) Diluted 12 0.00 ( 0.19 ) Weighted-average shares outstanding—basic 1,390,052,966 1,355,547,626 Weighted-average shares outstanding—diluted 1,445,253,219 1,355,547,626 Earnings (loss) per American Depositary Share (“ADS”) Basic 12 0.01 ( 2.41 ) Diluted 12 0.01 ( 2.41 ) Weighted-average ADSs outstanding—basic 106,927,151 104,272,894 Weighted-average ADSs outstanding—diluted 111,173,325 104,272,894 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents BEIGENE, LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands of U.S. Dollars (“$”)) (Unaudited) Three Months Ended March 31, 2025 2024 $ $ Net income (loss) 1,270 ( 251,150 ) Other comprehensive income (loss), net of tax of nil: Foreign currency translation adjustments 6,441 ( 32,163 ) Other adjustments 226 ( 35 ) Comprehensive income (loss) 7,937 ( 283,348 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents BEIGENE, LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data) As of March 31, December 31, Note 2025 2024 $ $ (unaudited) (audited) Assets Current assets: Cash and cash equivalents 2,516,411 2,627,410 Accounts receivable, net 717,239 676,278 Inventories, net 5 494,660 494,986 Prepaid expenses and other current assets 9 168,182 192,919 Total current assets 3,896,492 3,991,593 Property, plant and equipment, net 6 1,598,588 1,578,423 Operating lease right-of-use assets 146,416 139,309 Intangible assets, net 7 50,139 51,095 Other non-current assets 9 149,891 160,490 Total non-current assets 1,945,034 1,929,317 Total assets 5,841,526 5,920,910 Liabilities and shareholders’ equity Current liabilities: Accounts payable 364,498 404,997 Accrued expenses and other payables 9 692,179 803,713 Tax payable 8 34,144 25,930 Operating lease liabilities, current portion 18,303 17,576 Research and development cost share liability, current portion 3 111,127 111,154 Short-term debt 10 763,470 851,529 Total current liabilities 1,983,721 2,214,899 Non-current liabilities: Long-term debt 10 160,157 166,484 Operating lease liabilities, non-current portion 54,895 44,277 Deferred tax liabilities 8 43,110 42,007 Research and development cost share liability, non-current portion 3 34,501 54,286 Other long-term liabilities 9 65,629 66,735 Total non-current liabilities 358,292 373,789 Total liabilities 2,342,013 2,588,688 Commitments and contingencies 16 Shareholders’ equity: Ordinary shares, $ 0.0001 par value per share; 9,500,000,000 shares authorized; 1,403,281,823 and 1,387,367,704 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 140 138 Additional paid-in capital 12,247,260 12,087,908 Accumulated other comprehensive loss 14 ( 142,321 ) ( 148,988 ) Accumulated deficit ( 8,605,566 ) ( 8,606,836 ) Total shareholders’ equity 3,499,513 3,332,222 Total liabilities and shareholders’ equity 5,841,526 5,920,910 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents BEIGENE, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands of U.S. Dollars (“$”)) (Unaudited) Three Months Ended March 31, Note 2025 2024 $ $ Operating activities: Net income (loss) 1,270 ( 251,150 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization expense 32,804 25,293 Share-based compensation expenses 13 95,478 88,667 Amortization of research and development cost share liability 3 ( 19,812 ) ( 13,136 ) Other items, net 12,369 ( 2,887 ) Changes in operating assets and liabilities: Accounts receivable ( 31,866 ) ( 80,025 ) Inventories 3,987 ( 37,264 ) Other assets 29,737 ( 4,401 ) Accounts payable ( 31,568 ) 46,300 Accrued expenses and other payables ( 52,360 ) ( 79,309 ) Other liabilities 4,043 ( 660 ) Net cash provided by (used in) operating activities 44,082 ( 308,572 ) Investing activities: Purchases of property, plant and equipment ( 56,407 ) ( 156,578 ) Purchase of intangible asset — ( 4,674 ) Proceeds from sale or maturity of investments 1,800 2,655 Purchase of in-process research and development ( 60,000 ) ( 31,800 ) Other investing activities ( 7,334 ) ( 19,434 ) Net cash used in investing activities ( 121,941 ) ( 209,831 ) Financing activities: Proceeds from long-term loan 10 — 9,053 Repayment of long-term loan 10 ( 4,215 ) ( 3,579 ) Proceeds from short-term loans 10 80,000 142,028 Repayment of short-term loans 10 ( 172,921 ) — Proceeds from option exercises and employee share purchase plan 63,359 14,791 Net cash (used in) provided by financing activities ( 33,777 ) 162,293 Effect of foreign exchange rate changes, net 3,480 ( 22,438 ) Net decrease in cash, cash equivalents, and restricted cash ( 108,156 ) ( 378,548 ) Cash, cash equivalents, and restricted cash at beginning of period 2,638,747 3,185,984 Cash, cash equivalents, and restricted cash at end of period 2,530,591 2,807,436 Supplemental cash flow information: Cash and cash equivalents 2,516,411 2,793,370 Short-term restricted cash 11,333 11,445 Long-term restricted cash 2,847 2,621 Income taxes paid 9,321 2,490 Interest expense paid 12,206 11,440 Supplemental non-cash information: Capital expenditures included in accounts payable and accrued expenses 60,010 100,473 ROU assets obtained in exchange for new operating lease liabilities 15,659 839 Increase in equity investment from deconsolidation of a subsidiary — 40,798 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents BEIGENE, LTD. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Amounts in thousands of U.S. Dollars (“$”), except for number of shares) (Unaudited) Ordinary Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shares Amount $ $ $ $ $ Balance at December 31, 2024 1,387,367,704 138 12,087,908 ( 148,988 ) ( 8,606,836 ) 3,332,222 Issuance of shares reserved for share option exercises 402,532 — — — — — Exercise of options, ESPP and release of RSUs 15,511,587 2 63,874 — — 63,876 Share-based compensation — — 95,478 — — 95,478 Other comprehensive income — — — 6,667 — 6,667 Net income — — — — 1,270 1,270 Balance at March 31, 2025 1,403,281,823 140 12,247,260 ( 142,321 ) ( 8,605,566 ) 3,499,513 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 ( 3,634,952 ) — — — — — Exercise of options, ESPP and release of RSUs 3,646,097 1 15,662 — — 15,663 Share-based compensation — — 88,667 — — 88,667 Deconsolidation of a subsidiary — — 2,052 — — 2,052 Other comprehensive loss — — — ( 32,198 ) — ( 32,198 ) Net loss — — — — ( 251,150 ) ( 251,150 ) Balance at March 31, 2024 1,359,524,369 136 11,705,069 ( 131,644 ) ( 8,213,200 ) 3,360,361 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents BEIGENE, LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”), except for number of shares and per share data) (Unaudited) 1. Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies 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. Since its inception in 2010, the Company has become a fully integrated global organization with more than 11,000 employees worldwide. Basis of presentation and consolidation The accompanying condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of shareholders’ equity for the three months ended March 31, 2025 and 2024, and the related footnote disclosures are unaudited. The accompanying unaudited interim condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period. The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its 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, realizability of deferred tax assets, 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 and reported amounts of revenues and expenses. Actual results could differ from these estimates. 8 Table of Contents Recent accounting pronouncements New accounting standards which have not yet been adopted In November 2024, the FASB issued Accounting Standards Update (“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 does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements as the standard does not change the recognition or measurement of current and deferred income taxes and is currently evaluating the impact on the income tax disclosures. Significant accounting policies For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited interim condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2024. There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2025, as compared to the significant accounting policies described in the Annual Report. 2. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. 9 Table of Contents The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of March 31, 2025 and December 31, 2024: Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs As of March 31, 2025 (Level 1) (Level 2) (Level 3) $ $ $ Cash equivalents Money market funds 756,296 — — Other non-current assets (Note 4): Equity securities with readily determinable fair values 225 — — Convertible debt instrument — — 8,482 Total 756,521 — 8,482 Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs As of December 31, 2024 (Level 1) (Level 2) (Level 3) $ $ $ Cash equivalents Money market funds 950,704 — — Prepaid expenses and other current assets: Convertible debt instrument — — 618 Other non-current assets (Note 4): Equity securities with readily determinable fair values 2,113 168 — Convertible debt instrument — — 4,616 Total 952,817 168 5,234 The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less. The Company determines the fair value of cash equivalents 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 4, Restricted Cash and 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 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 income, net. The Company recorded net gains on fair value adjustment of $ 1,136 for the three months ended March 31, 2025. There were no fair value adjustments for the three months ended March 31, 2024. As of March 31, 2025 and December 31, 2024, 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 approximate their 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. 10 Table of Contents 3. 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. For detailed descriptions of each arrangement, see the Company’s Annual Report for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on February 27, 2025. For the three months ended March 31, 2025, the Company’s collaboration revenue consisted primarily of royalty revenue under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement. For the three months ended March 31, 2024, collaboration revenue consisted primarily of revenue generated under the Novartis broad markets agreement. The following table summarizes total collaboration revenue recognized for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 Revenue from collaborators $ $ Revenue from collaborators 8,749 4,734 In-Licensing Arrangements - Commercial Amgen During the three months ended March 31, 2025 and 2024, the Company recorded the following amounts related to its collaboration arrangement with Amgen. For a detailed description of the arrangement and related rights and obligation, see the Company’s Annual Report for the year ended December 31, 2024 filed on February 27, 2025. Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three months ended March 31, 2025 and 2024 were as follows: Three Months Ended March 31, 2025 2024 $ $ BeiGene’s portion of the development funding 40,519 26,620 Less: Amortization of research and development cost share liability 19,812 13,136 Research and development expense 20,707 13,484 As of March 31, 2025 $ Remaining portion of development funding cap 295,113 11 Table of Contents As of March 31, 2025 and December 31, 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows: As of March 31, December 31, 2025 2024 $ $ Research and development cost share liability, current portion 111,127 111,154 Research and development cost share liability, non-current portion 34,501 54,286 Total research and development cost share liability 145,628 165,440 The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three months ended March 31, 2025 and 2024 as follows: Three Months Ended March 31, 2025 2024 $ $ Cost of sales - product 7,494 8,569 Research and development ( 512 ) ( 705 ) Selling, general and administrative ( 23,948 ) ( 18,153 ) Total ( 16,966 ) ( 10,289 ) The Company purchases commercial inventory from Amgen to distribute in China. Inventory purchases amounted to $ 62,744 and $ 62,226 during the three months ended March 31, 2025 and 2024, respectively. Net amounts payable to Amgen was $ 96,997 and $ 116,563 as of March 31, 2025 and December 31, 2024, 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 incurred under these arrangements for the three months ended March 31, 2025 and 2024 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 term of the commercialization agreements. Three Months Ended March 31, 2025 2024 Payments due to collaboration partners Classification $ $ Upfront payments Research and development expense — 27 Development milestones incurred Research and development expense — 35,000 Total — 35,027 12 Table of Contents 4. Restricted Cash and Investments Restricted Cash The Company’s restricted cash primarily consists of RMB-denominated cash deposits held in designated bank accounts as collateral for letters of credit. The Company classifies restricted cash as current or non-current based on the term of the restriction. Restricted cash as of March 31, 2025 and December 31, 2024 was as follows: As of March 31, December 31, 2025 2024 $ $ Short-term restricted cash 11,333 9,312 Long-term restricted cash 2,847 2,025 Total 14,180 11,337 In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from its offering on the STAR Market of the Shanghai Stock Exchange (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 March 31, 2025, the Company had cash remaining related to the STAR Offering proceeds of $ 461,560 . Investments in Equity Securities The following table summarizes the Company’s investments in equity securities: As of March 31, December 31, 2025 2024 $ $ Equity securities with readily determinable fair values 1 Fair value of Leap common stock 225 2,113 Fair value of Leap warrants — 168 Equity securities without readily determinable fair values Pi Health, Inc. 2 40,798 40,798 Other 50,370 48,157 Equity-method investments 3 21,269 33,081 Total 112,662 124,317 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 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 income, net during the three months ended March 31, 2024. The Company will account for its investment prospectively as a private equity security without a readily determinable fair value, and the divestiture was 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. 3 In the first quarter of 2025, in connection with the wind-down of the operations and related financial obligations of one of the Company’s equity-method investments, the investment’s fair value was assessed to be zero . The Company recognized an other-than-temporary impairment loss of $ 12,376 during the three months ended March 31, 2025, within unrealized losses from equity-method investments. 13 Table of Contents The following table summarizes unrealized losses related to investments in equity securities recorded in other income, net for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 $ $ Equity securities with readily determinable fair values ( 2,056 ) ( 1,412 ) Equity securities without readily determinable fair values — ( 797 ) Equity-method investments ( 13,375 ) ( 856 ) 5. Inventories, Net The Company’s inventories, net consisted of the following: As of March 31, December 31, 2025 2024 $ $ Raw materials 177,308 170,584 Work in process 66,980 60,118 Finished goods 250,372 264,284 Total inventories, net 494,660 494,986 6. Property, Plant and Equipment, Net Property, plant and equipment, net are recorded at cost and consisted of the following: As of March 31, December 31, 2025 2024 $ $ Land 65,485 65,485 Building 703,578 607,857 Manufacturing equipment 251,960 244,255 Laboratory equipment 250,019 240,885 Leasehold improvement 63,129 64,680 Software, electronics and office equipment 102,370 100,348 Property, plant and equipment, at cost 1,436,541 1,323,510 Less: accumulated depreciation ( 427,945 ) ( 399,105 ) Construction in progress 589,992 654,018 Property, plant and equipment, net 1,598,588 1,578,423 The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey. In the three months ended March 31, 2025, $ 99,160 of assets were placed into service. As of March 31, 2025, the Company had construction in progress of $ 421,727 related to the Hopewell facility, the majority of which will be put into service in 2025. Depreciation expense was $ 31,614 and $ 24,110 for the three months ended March 31, 2025 and 2024, respectively. 14 Table of Contents 7. Intangible Assets Intangible assets as of March 31, 2025 and December 31, 2024 are summarized as follows: As of March 31, 2025 December 31, 2024 Gross Gross carrying Accumulated Intangible carrying Accumulated Intangible amount amortization assets, net amount amortization assets, net $ $ $ $ $ $ Finite-lived intangible assets: Developed products 63,168 ( 13,589 ) 49,579 62,889 ( 12,370 ) 50,519 Other 8,987 ( 8,427 ) 560 8,987 ( 8,411 ) 576 Total finite-lived intangible assets 72,155 ( 22,016 ) 50,139 71,876 ( 20,781 ) 51,095 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 was as follows: Three Months Ended March 31, 2025 2024 $ $ Amortization expense - Cost of sales - product 1,173 1,183 Amortization expense - Selling, general and administrative 17 — Total 1,190 1,183 As of March 31, 2025, estimated amortization expense for each of the five succeeding years and thereafter was as follows: Year Ending December 31, Cost of Sales - Product Selling, General and Administrative Total $ $ $ 2025 (remainder of year) 3,526 50 3,576 2026 4,700 67 4,767 2027 4,700 67 4,767 2028 4,700 67 4,767 2029 4,700 67 4,767 2030 and thereafter 27,253 242 27,495 Total 49,579 560 50,139 8. Income Taxes Income tax expense was $ 19,630 and $ 7,724 for the three months ended March 31, 2025 and 2024, respectively. The income tax expense for the three months ended March 31, 2025 and 2024 was primarily attributable to current U.S. tax expense determined after other special tax deductions and research and development tax credits, current Switzerland tax expense based on year to date earnings, current China tax expense due to certain non-deductible expenses, and other intercompany discrete adjustments. 15 Table of Contents On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance. In assessing the realizability of deferred tax assets, the Company considers historical profitability, evaluation of scheduled reversals of deferred tax liabilities, projected future taxable income and tax-planning strategies. 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, as of March 31, 2025, the Company will maintain a full valuation allowance against its net deferred tax assets. As of March 31, 2025, the Company had gross unrecognized tax benefits of $ 17,575 . The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months. The Company’s reserve for uncertain tax positions increased by $ 336 in the three months ended March 31, 2025, primarily due to U.S. federal and state tax credits and incentives. 9. Supplemental Balance Sheet Information Prepaid expenses and other current assets consist of the following: As of March 31, December 31, 2025 2024 $ $ Prepaid research and development costs 44,126 64,277 Other receivables 28,738 32,828 Prepaid taxes 25,347 23,792 Prepaid general and administrative expenses 16,661 21,253 Prepaid manufacturing cost 13,795 19,333 Short-term restricted cash 11,333 9,312 Prepaid insurance 7,142 6,242 Other current assets 21,040 15,882 Total 168,182 192,919 Other non-current assets consist of the following: As of March 31, December 31, 2025 2024 $ $ Long-term investments 121,144 128,933 Prepaid supply cost 12,239 12,249 Rental deposits and other 7,173 8,481 Prepayment of property and equipment 3,426 5,927 Prepaid VAT 3,062 2,875 Long-term restricted cash 2,847 2,025 Total 149,891 160,490 16 Table of Contents Accrued expenses and other payables consist of the following: As of March 31, December 31, 2025 2024 $ $ Revenue rebates and returns related 259,944 235,600 Compensation related 132,249 248,348 External research and development activities related 91,579 154,269 Individual income tax and other taxes 80,900 34,904 Commercial activities 76,815 77,530 Accrued general and administrative expenses 32,139 31,106 Other 18,553 21,956 Total 692,179 803,713 Other long-term liabilities consist of the following: As of March 31, December 31, 2025 2024 $ $ Deferred government grant income 29,833 30,324 Pension liability 16,326 16,405 Asset retirement obligation 3,816 3,794 Other 15,654 16,212 Total 65,629 66,735 17 Table of Contents 10. Debt The following table summarizes the Company’s short-term and long-term debt obligations as of March 31, 2025 and December 31, 2024: Lender Borrower Term Maturity Date Note As of March 31, 2025 December 31, 2024 $ $ China Construction Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 9 -year June 11, 2027 1 16,536 16,440 China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 9 -year January 20, 2029 2 8,662 8,611 China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 9 -year November 8, 2029 3 8,188 8,148 China CITIC Bank BeiGene (Suzhou) Co., Ltd. 10 -year July 28, 2032 4 4,479 1,384 China Merchants Bank BeiGene, Ltd. 1 -year 5 380,000 380,000 China Minsheng Bank BeiGene, Ltd. 1 -year December 16, 2025 6 150,000 150,000 China Industrial Bank BeiGene, Ltd. 364 -day March 27, 2025 7 — 92,475 China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 1 -year June 5, 2025 8 55,120 54,800 HSBC Bank BeiGene, Ltd. 1 -year May 5, 2025 9 46,851 46,580 Shanghai Pudong Development Bank BeiGene, Ltd. 1 -year November 24, 2025 10 93,634 93,091 Total short-term debt 763,470 851,529 China Construction Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 9 -year June 11, 2027 1 41,340 41,100 China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 9 -year January 20, 2029 2 25,985 27,987 China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd. 9 -year November 8, 2029 3 31,166 33,020 China CITIC Bank BeiGene (Suzhou) Co., Ltd. 10 -year July 28, 2032 4 61,666 64,377 Total long-term debt 160,157 166,484 1 The credit facility offers a borrowing capacity of RMB 580,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 4.2 % as of March 31, 2025. The loan is secured by BeiGene Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets. 2 The credit facility offers a borrowing capacity of RMB 350,000 , denominated in RMB, and bears floating interest rates benchmarking against prevailing interest rates of financial institutions in the PRC. The loan interest rate was 3.7 % as of March 31, 2025. The Company repaid $ 2,161 (RMB 15,715 ) during the three months ended March 31, 2025. The loan is secured by Guangzhou Factory’s second land use right and certain fixed assets. 3 The credit facility offers a borrowing capacity of RMB 378,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3 % as of March 31, 2025. The Company repaid $ 2,054 (RMB 14,910 ) during the three months ended March 31, 2025. The loan is secured by fixed assets to be placed into service upon completion of the third phase of the Guangzhou manufacturing facility’s build out. 4 The credit facility offers a borrowing capacity of RMB 480,000 , denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.6 % as of March 31, 2025. The loan is secured by BeiGene (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China. 5 The working capital loan facility offers a borrowing capacity of up to $ 380,000 , denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate. The loan interest rate was 6.2 % as of March 31, 2025. $ 300,000 of the borrowings matures on December 17, 2025, and $ 80,000 matures on January 21, 2026. 6 The working capital loan facility offers a borrowing capacity of up to $ 150,000 , denominated in USD. The loan interest rate was 6.8 % as of March 31, 2025. 7 The working capital loan facility offered a borrowing capacity of up to RMB 675,000 , denominated in RMB. The Company repaid the principal during the three months ended March 31, 2025. 8 The working capital loan facility offers a borrowing capacity of up to of RMB 400,000 , denominated in RMB. The loan interest rate was 3.0 % as of March 31, 2025. 9 The working capital loan facility offers a borrowing capacity of up to RMB 340,000 , denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB. The loan interest rate was 5.2 % as of March 31, 2025. 10 The working capital loan facility offers a borrowing capacity of up to RMB 700,000 , denominated in RMB. The loan interest rate was 2.9 % as of March 31, 2025 18 Table of Contents 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 March 31, 2025, the Company was in compliance with all covenants of its material debt agreements. Interest Expense Interest expense recognized for the three months ended March 31, 2025 and 2024 was $ 12,961 and $ 12,404 , respectively, among which, $ 5,959 and $ 9,209 was capitalized, respectively. Interest paid for the three months ended March 31, 2025 and 2024, net of amounts capitalized, amounted to $ 6,247 and $ 2,269 , respectively. 11. 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, EU, and other regions; XGEVA ® , BLINCYTO ® and KYPROLIS ® in China under a license from Amgen; and POBEVCY ® in China under a license from Bio-Thera. The table below presents the Company’s net product revenue for the three months ended March 31, 2025 and 2024. Three Months Ended March 31, 2025 2024 $ $ Product revenue – gross 1,400,066 944,464 Less: Rebates and sales returns ( 291,536 ) ( 197,546 ) Product revenue – net 1,108,530 746,918 The following table disaggregates net product revenue by product for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 $ $ BRUKINSA ® 791,664 488,515 TEVIMBRA ® 171,164 145,277 XGEVA ® 70,423 43,381 BLINCYTO ® 23,906 14,366 KYPROLIS ® 19,728 14,111 POBEVCY ® 13,745 16,633 Other 17,900 24,635 Total product revenue – net 1,108,530 746,918 19 Table of Contents The following table presents the roll-forward of accrued revenue rebates and returns for the three months ended March 31, 2025 and 2024: Rebates, Returns and Other Deductions Contra AR Accruals Total $ $ Balance at December 31, 2024 235,600 50,699 286,299 Accrual 130,027 161,509 291,536 Payments ( 105,683 ) ( 177,050 ) ( 282,733 ) Balance at March 31, 2025 259,944 35,158 295,102 Balance at December 31, 2023 139,936 30,435 170,371 Accrual 104,444 93,102 197,546 Payments ( 58,103 ) ( 94,834 ) ( 152,937 ) Balance at March 31, 2024 186,277 28,703 214,980 12. Earnings (Loss) Per Share/ADS The following table reconciles the numerator and denominator in the computations of earnings (loss) per share/ADS: Three Months Ended March 31, 2025 2024 $ $ Numerator: Net income (loss) 1,270 ( 251,150 ) Denominator: Weighted-average shares outstanding—basic 1,390,052,966 1,355,547,626 Dilutive common share equivalents 55,200,253 — Weighted-average shares outstanding—diluted 1,445,253,219 1,355,547,626 Antidilutive common share equivalents excluded from above 1,408,376 — Earnings (loss) per share: Basic 0.00 ( 0.19 ) Diluted 0.00 ( 0.19 ) Earnings (loss) per ADS: Basic 0.01 ( 2.41 ) Diluted 0.01 ( 2.41 ) For the three months ended March 31, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods. Potentially dilutive shares consist of stock options, restricted stock units and ESPP shares. The dilutive effect of outstanding stock options, restricted stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method. For the three months ended March 31, 2024, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive. Each ADS represents 13 ordinary shares. Basic and diluted earnings (loss) per ADS was derived from the basic and diluted earnings (loss) per share, respectively. 20 Table of Contents 13. Share-Based Compensation Expense Share Option and Incentive Plan During the three months ended March 31, 2025, the Company granted options for 132,314 ordinary shares and restricted share units for 2,225,184 ordinary shares under the Company’s share option and incentive plan. As of March 31, 2025, options, restricted share units, and performance share units for ordinary shares outstanding totaled 58,342,609 , 81,602,677 , and 2,131,090 , respectively. As of March 31, 2025, share-based awards to acquire 84,560,865 ordinary shares were available for future grant under the Company’s share option and incentive plan. Employee Share Purchase Plan The Company’s employee share purchase plan (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. As of March 31, 2025, 3,998,286 ordinary shares were available for future issuance under the ESPP. The following table 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 February 28, 2025 955,396 $ 188.26 $ 14.48 $ 160.02 $ 12.31 $ 11,760 August 31, 2024 1,035,996 $ 165.02 $ 12.69 $ 140.27 $ 10.78 $ 11,178 February 29, 2024 1,021,397 $ 165.65 $ 12.74 $ 140.80 $ 10.83 $ 11,063 1 The market price is the lower of the closing price on the Nasdaq Stock Market 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. Share-Based Compensation Expense The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 $ $ Research and development 41,767 38,045 Selling, general and administrative 53,684 50,669 Total 95,451 88,714 21 Table of Contents 14. Accumulated Other Comprehensive Loss The movement of accumulated other comprehensive loss was as follows: Foreign Currency Pension Translation Liability Adjustments Adjustments Total $ $ $ Balance as of December 31, 2024 ( 135,552 ) ( 13,436 ) ( 148,988 ) Other comprehensive income before reclassifications 6,441 — 6,441 Amounts reclassified from accumulated other comprehensive loss — 226 226 Net-current period other comprehensive income 6,441 226 6,667 Balance as of March 31, 2025 ( 129,111 ) ( 13,210 ) ( 142,321 ) 15. 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 statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the condensed 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 enterprises and therefore are subject to the above-mentioned restrictions on distributable profits. 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 March 31, 2025 and December 31, 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 1,793,330 and $ 1,709,961 , respectively . 16. Commitments and Contingencies Purchase Commitments As of March 31, 2025, the Company had non-cancellable purchase commitments amounting to $ 152,905 , of which $ 30,998 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 121,907 related to binding purchase 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 $ 56,293 for the acquisition of property, plant and equipment as of March 31, 2025, related to various facilities across the globe, including the manufacturing and clinical R&D campus in Hopewell, New Jersey. 22 Table of Contents Co-Development Funding Commitment Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global 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 March 31, 2025, the Company’s remaining co-development funding commitment was $ 295,113 . Funding Commitment The Company had committed capital related to two equity-method investments in the amount of $ 15,053 . As of March 31, 2025, the remaining capital commitment was $ 5,904 and is expected to be paid from time to time over the investment period. 17. Segment and Geographic Information 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 income (loss). Significant segment expenses reviewed by the CODM on a regular basis included within net income (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 income (loss) include interest income, net, other income, net and income tax expense. The Company’s long-lived assets are primarily located in the U.S. and China. 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 revenues by geographic area are presented as follows: Three Months Ended March 31, 2025 2024 $ $ U.S. - total revenue 567,211 351,456 Product revenue 563,348 351,456 Collaboration revenue 3,863 — China - total revenue 399,592 320,376 Product revenue 396,362 315,662 Collaboration revenue 3,230 4,714 Europe - total revenue 118,554 66,860 Product revenue 116,898 66,840 Collaboration revenue 1,656 20 Rest of world - total revenue 31,922 12,960 Product revenue 31,922 12,960 Collaboration revenue — — Total Revenue 1,117,279 751,652 23 Table of Contents