Item 5. Other Information
Item 5. Other Information.
(c)
The following table describes for the quarterly period covered by this report each trading arrangement for the purchase or sale of Company securities adopted , modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
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Name ( Title )
Action Taken ( Date of Action )
Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
Chan Lee
( Senior Vice President, General Counsel )
Adoption
( May 14, 2025 )
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.
Dr. Xiaobin Wu
( President, Chief Operating Officer )
Modification
( May 14, 2025 )
Rule 10b5-1 trading arrangement Sale August 13, 2026 Up to 89,794 ADSs.
Item 6. Exhibits.
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.
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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 Articles of Association of BeOne Medicines Ltd., effective May 27, 2025.
8-K12G3
(Exhibit 3.1) 5/27/2025 000-56752
3.2 Organizational Regulations of BeOne Medicines Ltd., effective May 27, 2025.
8-K12G3
(Exhibit 3.2) 5/27/2025 000-56752
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.
8-K12G3
(Exhibit 4.1.1) 5/27/2025 000-56752
.2 Form of American Deposit ary Receipt under the Amended and Restated Deposit Agreement (included in Exhibit 4.1.1)
8-K12G3
(Exhibit 4.1.2) 5/27/2025 000-56752
.3 Amended and Restated Restricted ADS Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.
8-K12G3
(Exhibit 4.1.3) 5/27/2025 000-56752
.4 Amended and Restated Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.
8-K12G3
(Exhibit 4.1.4) 5/27/2025 000-56752
.5 Amended and Restated Supplemental Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.
8-K12G3
(Exhibit 4.1.5) 5/27/2025 000-56752
10.1# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and John V. Oyler.
8-K12G3
(Exhibit 10.1) 5/27/2025 000-56752
10.2# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Beijing) Co., Ltd. and Xiaobin Wu.
8-K12G3
(Exhibit 10.2) 5/27/2025 000-56752
10.3# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Aaron Rosenberg.
8-K12G3
(Exhibit 10.3) 5/27/2025 000-56752
10.4# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Shanghai) Co., Ltd. and Lai Wang.
8-K12G3
(Exhibit 10.4) 5/27/2025 000-56752
10.5# Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Chan Lee.
8-K12G3
(Exhibit 10.5) 5/27/2025 000-56752
10.6# Form of Indemnification Agreement, entered into between the Company and its directors and officers.
8-K12G3
(Exhibit 10.6) 5/27/2025 000-56752
10.7# Consulting Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc. and Xiaodong Wang.
8-K12G3
(Exhibit 10.7) 5/27/2025 000-56752
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Exhibit No. Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg. Number
10.8# Independent Non-Executive Director Compensation Policy, as amended
POS AM No. 1 to Registration Statement on Form S-4
(Exhibit 10.10) 5/27/2025 333-281324
10.9# 2011 Option Plan, as amended and form of option agreement thereunder
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.1) 5/27/2025 333-279980
10.10# Fourth Amended and Restated 2016 Share Option and Incentive Plan
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.1) 5/27/2025 333-279980
10.11# Form of Global Performance Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.2) 5/27/2025 333-279980
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
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.3) 5/27/2025 333-279980
10.13# Form of Global Restricted Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.4) 5/27/2025 333-279980
10.14# Form of Global Restricted Share Unit Award Agreement for Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.5) 5/27/2025 333-279980
10.15# Form of Global Non-Qualified Share Option Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.6) 5/27/2025 333-279980
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
10-Q
(Exhibit 10.9) 8/2/2023 001-37686
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
POS AM No. 1 to Registration Statement on Form S-8
(Exhibit 99.2.8) 5/27/2025 333-279980
10.18# Fifth Amended and Restated 2018 Employee Share Purchase Plan
X
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.
X
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
X
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Exhibit No. Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg. Number
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
X
32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350
X
101.INS 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
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
* Furnished herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
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SIGNATURES
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.
BEONE MEDICINES LTD.
Date: August 6, 2025 By: /s/ John V. Oyler
John V. Oyler
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: August 6, 2025 By: /s/ Aaron Rosenberg
Aaron Rosenberg
Chief Financial Officer
(Principal Financial Officer)
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