4 unchanged sentences
Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
−Removed: ( Co-Founder, Chief Executive Officer, and Chairman of the Board of Directors )
−Removed: ( March 12, 2025 )
−Removed: Rule 10b5-1 trading arrangement Sale July 8, 2026 Includes:
−Removed: (i) up to 100,000 ADSs to be sold by Mr.
−Removed: (ii) up to such number of ADSs equal to the sum of (a) 43,538 ADSs underlying the vested Restricted Stock Units (“RSUs”) and (b) such net number of ADSs to be received upon future vesting of unvested RSU after sell-to-cover for withholding tax, to be sold by Mr.
−Removed: (iii) an additional number of ADSs to be sold by the Pan-Oyler Foundation in an amount as reasonably estimated to be sufficient to generate $800,000 in net proceeds, with the total number of ADSs to be determined based on the market price and related transaction costs.
+Added: ( Senior Vice President, General Counsel )
+Added: ( May 14, 2025 )
+Added: Rule 10b5-1 trading arrangement Sale August 13, 2026 Up to 36,671 ADSs plus an additional number of ADSs subject to restricted share units (“RSUs”) equal to the net number of ADSs resulting from applicable RSU vestings after sell-to-cover for withholding tax.
+Added: ( President, Chief Operating Officer )
+Added: ( May 14, 2025 )
+Added: Rule 10b5-1 trading arrangement Sale August 13, 2026 Up to 89,794 ADSs.
See the Exhibit Index below for a list of the exhibits filed as part of, or incorporated by reference into, this Quarterly Report, which Exhibit Index is incorporated herein by reference.
1 unchanged sentence
Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.
+Added: 3.1 Articles of Association of BeOne Medicines Ltd., effective May 27, 2025.
+Added: (Exhibit 3.1) 5/27/2025 000-56752
+Added: 3.2 Organizational Regulations of BeOne Medicines Ltd., effective May 27, 2025.
+Added: (Exhibit 3.2) 5/27/2025 000-56752
+Added: 4.1.1 Amended and Restated Deposit Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A., and the Form of American Deposit ary Receipt thereunder.
+Added: (Exhibit 4.1.1) 5/27/2025 000-56752
+Added: .2 Form of American Deposit ary Receipt under the Amended and Restated Deposit Agreement (included in Exhibit 4.1.1)
+Added: (Exhibit 4.1.2) 5/27/2025 000-56752
+Added: .3 Amended and Restated Restricted ADS Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.
+Added: (Exhibit 4.1.3) 5/27/2025 000-56752
+Added: .4 Amended and Restated Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.
+Added: (Exhibit 4.1.4) 5/27/2025 000-56752
+Added: .5 Amended and Restated Supplemental Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.
+Added: (Exhibit 4.1.5) 5/27/2025 000-56752
+Added: 10.1# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.
+Added: (Exhibit 10.1) 5/27/2025 000-56752
+Added: 10.2# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Beijing) Co., Ltd.
+Added: and Xiaobin Wu.
+Added: (Exhibit 10.2) 5/27/2025 000-56752
+Added: 10.3# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.
+Added: and Aaron Rosenberg.
+Added: (Exhibit 10.3) 5/27/2025 000-56752
+Added: 10.4# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Shanghai) Co., Ltd.
+Added: and Lai Wang.
+Added: (Exhibit 10.4) 5/27/2025 000-56752
+Added: 10.5# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.
+Added: and Chan Lee.
+Added: (Exhibit 10.5) 5/27/2025 000-56752
+Added: 10.6# Form of Indemnification Agreement, entered into between the Company and its directors and officers.
+Added: (Exhibit 10.6) 5/27/2025 000-56752
+Added: 10.7# Consulting Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.
+Added: and Xiaodong Wang.
+Added: (Exhibit 10.7) 5/27/2025 000-56752
+Added: Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.
+Added: 10.8# Independent Non-Executive Director Compensation Policy, as amended
+Added: 1 to Registration Statement on Form S-4
+Added: (Exhibit 10.10) 5/27/2025 333-281324
+Added: 10.9# 2011 Option Plan, as amended and form of option agreement thereunder
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.1) 5/27/2025 333-279980
+Added: 10.10# Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.1) 5/27/2025 333-279980
+Added: 10.11# Form of Global Performance Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.2) 5/27/2025 333-279980
+Added: 10.12# Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.3) 5/27/2025 333-279980
+Added: 10.13# Form of Global Restricted Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.4) 5/27/2025 333-279980
+Added: 10.14# Form of Global Restricted Share Unit Award Agreement for Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.5) 5/27/2025 333-279980
+Added: 10.15# Form of Global Non-Qualified Share Option Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.6) 5/27/2025 333-279980
+Added: 10.16# Form of Global Non-Qualified Share Option Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan
+Added: (Exhibit 10.9) 8/2/2023 001-37686
+Added: 10.17# Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
+Added: 1 to Registration Statement on Form S-8
+Added: (Exhibit 99.2.8) 5/27/2025 333-279980
+Added: 10.18# Fifth Amended and Restated 2018 Employee Share Purchase Plan
+Added: 10.19 Letter Agreement, dated May 9, 2025, Regarding the Collaboration Agreement, dated October 31, 2019, by and between BeiGene Switzerland GmbH and Amgen Inc.
31.1 Certification of Principal Executive Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended
+Added: Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg.
31.2 Certification of Principal Financial Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended
8 unchanged sentences
* Furnished herewith.
+Added: # Indicates a management contract or any compensatory plan, contract or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: BEIGENE, LTD.
−Removed: May 7, 2025 By:
+Added: BEONE MEDICINES LTD.
+Added: August 6, 2025 By:
Chief Executive Officer and Chairman
(Principal Executive Officer)
−Removed: May 7, 2025 By:
+Added: August 6, 2025 By:
/s/ Aaron Rosenberg
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.