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Cayman Islands*
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2834
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98-1209416
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(State or other jurisdiction of
incorporation) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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| Large accelerated filer | | | ☒ | | |
Accelerated filer
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Non-accelerated filer
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| | ☐ | | |
Smaller reporting company
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Emerging growth company
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[•], 2025
Dear Fellow Shareholders:
Since our founding in 2010, BeiGene has grown from a few dedicated scientists, clinicians and entrepreneurs into aglobal oncology powerhouse with more than11,000 colleagues across five continents. Today, we are at an inflection point in our global growth with established leadership in hematology and one of the largest, most promising pipelines in our industry across multiple modalities in heme and solid tumors.
To better reflect our global oncology presence and prepare for our next phase of growth, we are seeking to change our Company name to BeOne Medicines Ltd., confirming our commitment to develop innovative medicines to eliminate cancer by partnering with the global community to serve as many patients as possible. We have already helped more than 1.4 million patients and built one of the most expansive oncology pipelines in the industry. Our global in-house research and development team, including clinical development and operations, is comprised of more than 3,600 colleagues across 45 countries. Our prolific research team of more than 1,100 colleagues brought 13 new potential medicines into the clinic in 2024.
We were deliberate in choosing the name BeOne. The proposed name and logo capture our focus on coming together against cancer.
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The key attributes of the new logo design include:
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“Be” represents the fundamental goal of any patient with cancer — simply to be free of disease;
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“One” emphasizes our unity as a team and focus on bringing together patients, caregivers, scientists, healthcare providers, governments and industry with a shared mission to eliminate cancer together;
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The word “Onc” spelled in red within “One” illustrates our redoubled commitment to oncology; and
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The power button within the last “e” represents our always “on” approach in pursuing novel medicines that turn cancer “off” by disrupting key drivers of cancer cell growth and survival, harnessing the body’s immune system to attack tumors, and targeting specific biomarkers of cancer. The tilted angle of the button embodies our path which is not always straight-forward as we push the boundaries of science.
The new name is part of a broader strategic growth plan that has enabled the Company’s global oncology leadership since our inception. We are also proposing to change our jurisdiction of incorporation from the Cayman Islands to Basel, Switzerland, a global hub of biopharmaceutical innovation. This decision, which comes after more than a year of thoughtful deliberation, will catalyze our growth as a leader in oncology research and development and enable us to reach even more patients around the world.
We’ve been operating in Switzerland since 2017 and built a team of several hundred people. Our European team has overseen successful product launches and helped distinguish our prolific pipeline among leading academic institutions, policymakers, and researchers. With our European headquarters in Basel, we will continue to tap the region’s deep well of resources and expertise as we further develop our growing R&D pipeline.
Our Company is better positioned for success than ever before. Our team has accomplished a great deal as we continue to expand the scope of our impact for patients. Our cost-advantaged global capabilities have allowed us to generate more potentially groundbreaking molecules in less time and at lower cost and to receive regulatory approvals in more than 70 countries for our three internally developed commercial medicines. With more than 60 potential therapies in development, our dedication to great science will drive us to new heights as a global oncology leader.
We thank you for your support and hope you will join us as we continue the fight against cancer around the world.
Sincerely,
[SIGNATURE]
John V. Oyler
Co-Founder, Chairman and Chief Executive Officer of BeiGene |
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Service
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Fees
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| Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Ordinary Shares, upon a change in the ADS(s)-to-Ordinary Shares ratio, ADS conversions, or for any other reason, excluding ADS issuances as a result of distributions of Ordinary Shares) | | | Up to US$0.05 per ADS issued | |
| Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-Ordinary Shares ratio, ADS conversions, upon termination of the A&R Deposit Agreement, or for any other reason) | | | Up to US$0.05 per ADS cancelled | |
| Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) | | | Up to US$0.05 per ADS held | |
| Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs | | | Up to US$0.05 per ADS held | |
| Distribution of financial instruments, including, without limitation, securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off and contingent value rights) | | | Up to US$0.05 per ADS held | |
| ADS Services | | | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
| Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason) | | | Up to US$0.05 per ADS (or fraction thereof) transferred | |
| Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the A&R Deposit Agreement) into freely transferable ADSs, and vice versa) or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the A&R Deposit Agreement). | | | Up to US$0.05 per ADS (or fraction thereof) converted | |
Name of Beneficial Owner
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Number of
Ordinary Shares Beneficially Owned |
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Percentage of
Ordinary Shares Beneficially Owned |
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5% or Greater Shareholders | | | | | | | | | | | | | |
Amgen Inc.(1)
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| | | | 246,269,426 | | | | | | 17.75% | | |
Entities affiliated with HHLR Advisors, Ltd.(2)
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| | | | 125,045,741 | | | | | | 9.01% | | |
Entities affiliated with Baker Bros. Advisors LP(3)
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| | | | 125,091,774 | | | | | | 9.01% | | |
Entities affiliated with Capital International Investors(4)
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| | | | 103,421,157 | | | | | | 7.45% | | |
Named Executive Officers (Title) and Directors | | | | | | | | | | | | | |
John V. Oyler (Co-Founder, Chairman and Chief Executive Officer)(5)
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| | | | 71,410,058 | | | | | | 5.07% | | |
Dr. Xiaobin Wu (President, Chief Operating Officer)(6)
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| | | | 4,555,837 | | | | | | * | | |
Julia Wang (Former Chief Financial Officer)(7)
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| | | | 1,265,030 | | | | | | * | | |
Dr. Lai Wang (Global Head of R&D)(8)
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| | | | 3,808,225 | | | | | | * | | |
Chan Lee (Senior Vice President, General Counsel and Assistant Secretary)(9)
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| | | | 257,387 | | | | | | * | | |
Dr. Olivier Brandicourt(10)
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| | | | 27,794 | | | | | | * | | |
Dr. Margaret Dugan(11)
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| | | | 113,815 | | | | | | * | | |
Michael Goller(12)
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| | | | 453,232 | | | | | | * | | |
Anthony C. Hooper(13)
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| | | | 183,885 | | | | | | * | | |
Ranjeev Krishana(14)
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| | | | 453,232 | | | | | | * | | |
Dr. Alessandro Riva(15)
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| | | | 113,815 | | | | | | * | | |
Dr. Corazon (Corsee) D. Sanders(16)
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| | | | 136,500 | | | | | | * | | |
Dr. Xiaodong Wang(17)
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| | | | 18,356,160 | | | | | | 1.32% | | |
Qingqing Yi(18)
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| | | | 436,150 | | | | | | * | | |
Shalini Sharp
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| | | | — | | | | | | — | | |
All Current Directors and Executive Officers as a Group (15 persons)
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| | | | 100,306,090 | | | | | | 7.04% | | |