BeiGene, Ltd. (Form: S-4, Received: 08/07/2024 07:33:26)

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As filed with the U.S. Securities and Exchange Commission on August 7, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BEIGENE, LTD.

(Exact name of Registrant as specified in its charter)

	Cayman Islands*			2834			98-1209416
	(State or other jurisdiction of incorporation)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Telephone: (345) 949-4123
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John V. Oyler
Chief Executive Officer and Chairman
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman
Cayman Islands KY1-1108
Telephone: (345) 949-4123
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Mitchell S. Bloom
Edwin M. O’Connor
Marishka DeToy
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000

Approximate date of commencement of proposed sale of the securities to the public: The Continuation described herein is expected to be effective as soon as practicable after this Registration Statement becomes effective, subject to compliance with global regulatory requirements.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant intends, subject to shareholder approval, to effect a Continuance under Art. 161 of the Swiss Federal Code on Private International Law, pursuant to which the Registrant’s jurisdiction of incorporation shall be Switzerland.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be subject to change. This preliminary prospectus is not an offer to sell securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED AUGUST 7, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF BEIGENE, LTD.

PROSPECTUS FOR ORDINARY SHARES
CONTINUATION TO SWITZERLAND

BeiGene, Ltd. (the “Company” or “we”) is an exempted company incorporated in the Cayman Islands with limited liability. We are proposing to change our jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Act”) and Article 161 of the Swiss Federal Code on Private International Law (the “Continuation”). The Continuation will be effective upon the Company’s registration with the Commercial Register of the Canton of Basel-Stadt, Switzerland. Thereafter, the continued Company will be subject to Swiss law, the Proposed Swiss Articles (as defined herein) and the organizational regulations (analogous to bylaws under Delaware law). We will be deregistered in the Cayman Islands as of the date shown on the certificate of de-registration issued by the Cayman Islands Registrar of Companies. The de-registration in the Cayman Islands and the Continuation under Swiss law will occur on the same date. Our board of directors (the “Board of Directors”) has unanimously approved our Continuation, believes it to be in the best interests of our shareholders and unanimously recommends approval of our Continuation to our shareholders. In this proxy statement/prospectus we sometimes refer to the Company as “BeiGene (Cayman)” prior to the Continuation and as “BeiGene (Switzerland)” after the Continuation.

The Continuation will not interrupt the corporate existence or operations of the Company or the listing of our American Depositary Shares (“ADSs”) on the Nasdaq Global Select Market (“Nasdaq”), each representing 13 ordinary shares of BeiGene (Cayman), each having a par value of US$0.0001 per share (the “Ordinary Shares”), our Ordinary Shares listed on The Stock Exchange of Hong Kong Limited (the “HKEx”), and our Ordinary Shares traded in Renminbi (the “RMB Shares”) listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange (“STAR Market”). Each outstanding Ordinary Share at the time of the effectiveness of the Continuation will remain issued and outstanding as a registered share, nominal value US$0.0001 per share (the “Registered Shares”), of BeiGene (Switzerland). Following the completion of our Continuation, our ADSs, each representing 13 Registered Shares, will continue to be listed and traded on Nasdaq under the trading symbol “BGNE,” our Registered Shares will be listed and traded on the HKEx under the stock code of “06160,” and the RMB Shares will be listed and traded on the STAR Market of the Shanghai Stock Exchange under the stock code of “688235.”

This proxy statement/prospectus incorporates important business and financial information about us from reports we file with the U.S. Securities and Exchange Commission. This incorporated information is not printed in or attached to this proxy statement/prospectus. We explain how you can find this information in “Where You Can Find More Information”. We urge you to review this proxy statement/prospectus, together with the incorporated information, carefully.

Investing in the ADSs, Ordinary Shares, or RMB Shares of the Company involves risks. See “RISK FACTORS” beginning on page 12 of this proxy statement/prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Hong Kong Exchanges and Clearing Limited and the HKEx take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

This document appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company in Hong Kong. Although this document is a prospectus as defined in Section 2(a)(10) of the Securities Act, it is not, and shall not be deemed to be, a “prospectus” (as defined in Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Cap. 32 of Laws of Hong Kong)(“C(WUMP)O”) to be used in Hong Kong, and the publication of this document shall not be deemed to be an offer of securities made pursuant to a “prospectus” issued by or on behalf of the issuer for the purposes of the C(WUMP)O nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong). Therefore, this document has not been and will not be registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the C(WUMP)O.

This proxy statement/prospectus dated [•], 2024, and is first being mailed to shareholders of BeiGene on or about [•], 2024.

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Letter to Shareholders

[•], 2024

Dear Fellow Shareholders:

BeiGene has grown from a few dedicated scientists and entrepreneurs into an impactful global oncology company with more than 10,000 colleagues around the world advancing one of the deepest and most exciting pipelines in our industry. Our team’s progress has been amazing, but now we face an inflection point in our global growth strategy and must take certain actions to secure an even brighter future.

To better reflect our global oncology presence and prepare for our next phase of growth, we are seeking 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, would accelerate our growth as a leader in oncology research and development and enable us to reach even more patients around the world.

Basel has been home to our head European office since 2017, allowing us to access the tremendous scientific talent and technology in the region. Our team in Switzerland has overseen successful product launches and helped distinguish BeiGene’s prolific pipeline amongst leading academic institutions, policymakers and researchers. With this move, we will continue to tap Basel’s deep well of resources and expertise as we develop our growing pipeline of hematology and solid tumor medicines.

BeiGene 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 on patients. Our cost-advantaged global capabilities have allowed us to generate more potential 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 therapies in clinical 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 all around the world.

Sincerely,

[SIGNATURE]

John V. Oyler

Chairman, Co-Founder and Chief Executive Officer of BeiGene

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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General Meeting of Shareholders (the “EGM”) of BeiGene, Ltd. (“we,” “us,” “our,” “BeiGene,” or the “Company”) will be held on [•], 2024, at [•] local time, at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The purpose of the meeting is to consider and vote on the following:

To consider and vote upon a special resolution to approve the Company’s de-registration in the Cayman Islands and the Company’s continuation in Switzerland (the “Continuation”), in accordance with our seventh amended and restated memorandum and articles of association (collectively, our “Articles”), Section 206 of the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Act”) and Article 161 of the Swiss Federal Code on Private International Law;

Subject to the approval of the Continuation, to consider and vote upon a special resolution to amend and restate our Articles in the form set forth in Exhibit A of this proxy statement/prospectus (the “Proposed Swiss Articles”), to be effective from the effective date of the Continuation; and

Subject to the approval of the Continuation and as required by Swiss law, to approve the election of Ernst & Young AG to serve as our statutory auditor (for Swiss legal purposes) until our next annual general meeting and provide related audit services and the authorization to board of directors to fix the remuneration of Ernst & Young AG.

We do not expect to transact any other business at the EGM. Our board of directors (the “Board of Directors”) has fixed [•] Cayman Islands Time on [•], 2024 as the record date (the “Record Date”). Holders of record of our Ordinary Shares as of [•] Cayman Islands Time on the Record Date are entitled to attend and vote at the EGM or any adjournment or postponement of that meeting. This proxy statement/prospectus more fully describes the details of the business to be conducted at the EGM. After careful consideration, our Board of Directors has approved each proposal and recommends that you vote FOR each proposal described in this proxy statement/prospectus.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this proxy statement/prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this proxy statement/prospectus.

This proxy statement/prospectus, for which the Board of Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and the rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange (“STAR Market”) for the purpose of giving information with regard to the Company. The Board of Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained in this proxy statement/prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this proxy statement/prospectus misleading.

This proxy statement/prospectus is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

As of the date of this proxy statement/prospectus, the Board of Directors is comprised of Mr. John V. Oyler as Chairman and executive director, Dr. Xiaodong Wang as non-executive director, and Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, and Mr. Qingqing Yi as independent non-executive directors.

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Your vote is important. As promptly as possible, you are urged to complete, sign, date and return the accompanying form of proxy card to Mourant Governance Services (Cayman) Limited (for holders of our Ordinary Shares registered on our Cayman Islands register) and to Computershare Hong Kong Investor Services Limited (for holders of our Ordinary Shares registered on our Hong Kong register) no later than [•] Cayman Islands Time / [•] New York Time / [•] Hong Kong Time, on [•], 2024 or your voting instructions to Citibank, N.A. (for holders of our ADSs) no later than 10:00 a.m. New York Time, on [•], 2024 if you wish to exercise your voting rights. Holders of our Ordinary Shares traded in RMB as of the Record Date who wish to exercise their voting rights can vote either through (i) the voting platform of the Shanghai Stock Exchange (“SSE”) trading system by logging into their own accounts opened with their designated brokers for trade of RMB Shares during trading windows (i.e. 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 Beijing Time) of the STAR Market on [•], 2024; or (ii) the internet voting platform of the SSE (vote.sseinfo.com) from 9:15 to 15:00 Beijing Time on [•], 2024. Holders of our RMB Shares as of the Record Date can also attend the Extraordinary General Meeting in person to vote on the proposals. Further announcement will be made by the Company on the SSE website regarding the voting arrangements for holders of RMB Shares listed on the STAR Market in accordance with the rules of the STAR Market.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON [•], 2024

The accompanying proxy statement/prospectus will also be available to the public at www.beigene.com under “Investors — Nasdaq Investors — Filings & Financials — Financial Document Library,” on the U.S. Securities and Exchange Commission website (www.sec.gov), on the Hong Kong Exchanges and Clearing Limited website (www.hkexnews.hk) and on the SSE website (www.sse.com.cn). The form of proxy for use at the Extraordinary General Meeting is also enclosed. Such form of proxy is also published on the websites of the Company (www.beigene.com), the U.S. Securities and Exchange Commission (www.sec.gov), and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). A form of proxy to be used by holders of RMB Shares will be published on the SSE website (www.sse.com.cn).

This proxy statement/prospectus incorporates important business and financial information about us that is not included in or delivered with this document. See the sections of this proxy statement/prospectus entitled “Where You Can Find More Information” and “Incorporation by Reference” beginning on pages 84 and 85, respectively. This information is available to any person, including any beneficial owner, upon request directed to our Investor Relations department by submitting a written request or oral request at Investor Relations department, BeiGene, Ltd. c/o BeiGene USA, Inc., 55 Cambridge Parkway, Suite 700W, Cambridge, MA 02142 or at (781) 801-1800. In order to receive timely delivery of the documents, you must make your request no later than five business days prior to the date of the Extraordinary General Meeting.

By Order of the Board of Directors,

[signature]

Chan Lee
Senior Vice President, General Counsel

[•], 2024

Notice to holders of the Ordinary Shares of BeiGene, Ltd.:

This proxy statement/prospectus is important and requires your immediate attention. If you are in any doubt as to any aspect of this proxy statement/prospectus or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2024 and is first being mailed to shareholders on or about [•], 2024.

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on management’s current expectations and projections about future events and trends that may affect the business, financial condition, and operating results. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected growth, are forward-looking statements. Forward-looking statements often include words such as, but not limited to, “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these terms or similar expressions. These forward-looking statements include, among other things, statements about:

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anticipated timing and effects of the Continuation, including its tax treatment;

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our ability to successfully commercialize our approved medicines and to obtain approvals in additional indications and territories for our medicines;

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our ability to successfully develop and commercialize our in-licensed medicines and drug candidates and any other medicines and drug candidates we may in-license;

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our ability to further develop sales and marketing capabilities and launch and commercialize new medicines, if approved;

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our ability to maintain and expand regulatory approvals for our medicines and drug candidates, if approved;

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the pricing and reimbursement of our medicines and drug candidates, if approved;

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the initiation, timing, progress and results of our preclinical studies and clinical trials and our research and development programs;

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our ability to advance our drug candidates into, and successfully complete, clinical trials and obtain regulatory approvals;

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our reliance on the success of our clinical stage drug candidates;

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our plans, expected milestones and the timing or likelihood of regulatory filings and approvals;

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the implementation of our business model, strategic plans for our business, medicines, drug candidates and technology;

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the scope of protection we (or our licensors) are able to establish and maintain for intellectual property rights covering our medicines, drug candidates and technology;

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our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights and proprietary technology of third parties;

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costs associated with enforcing or defending against intellectual property infringement, misappropriation or violation, product liability and other claims;

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the regulatory environment and regulatory developments in the United States, China, the United Kingdom, Switzerland, the European Union and other jurisdictions in which we operate;

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the accuracy of our estimates regarding expenses, revenues, including collaboration revenue, capital requirements and our need for additional financing;

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the potential benefits of strategic collaboration and licensing agreements and our ability to enter into and maintain strategic arrangements;

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our construction and operation of independent production facilities for small molecule medicines and large molecule biologics, as well as clinical R&D facilities, to support the global demand for both commercial and clinical supply;

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our reliance on third parties to conduct drug development, manufacturing and other services;

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our ability to manufacture and supply, or have manufactured and supplied, drug candidates for clinical development and medicines for commercial sale;

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the rate and degree of market access and acceptance of our medicines and drug candidates, if approved;

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developments relating to our competitors and our industry, including competing therapies;

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the size of the potential markets for our medicines and drug candidates and our ability to serve those markets;

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our ability to effectively manage our growth;

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the potential benefits of the Continuation on the growth of our company, global presence and partnership opportunities;

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our ability to attract and retain qualified employees and key personnel;

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statements regarding future revenue, key milestones, expenses, capital expenditures, capital requirements and share performance; and

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the future trading price of our American Depositary Shares (“ADSs”) listed on Nasdaq Global Select Market (“Nasdaq”), our Ordinary Shares listed on The Stock Exchange of Hong Kong Limited (the “HKEx”), and our Ordinary Shares issued to permitted investors in China and listed and traded on the STAR Market in Renminbi, as well as the impact of securities analysts’ reports on these prices.

These statements involve risks and uncertainties, including those that are described in “Risk Factors” of this proxy statement/prospectus, that may cause actual future events or results to differ materially from those expected. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

This proxy statement/prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

DELIVERY OF PROXY MATERIALS

The Company may satisfy SEC rules regarding delivery of proxy materials, including this proxy statement/prospectus, by delivering a single set of proxy materials to an address shared by two or more Company shareholders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only a single set of proxy materials to multiple shareholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy materials, as requested, to a shareholder at a shared address to which a single copy of the proxy materials was delivered. If you hold ordinary shares as a record shareholder and prefer to receive separate copies of proxy materials either now or in the future, please contact the Company’s investor relations department at BeiGene, Ltd., c/o BeiGene USA, Inc., 55 Cambridge Parkway, Suite 700W, Cambridge, MA 02142, +1 857-302-5189. If you hold ordinary shares in the form of ADSs through the Depositary or hold ordinary shares through a brokerage firm or bank and you prefer to receive separate copies of proxy materials either now or in the future, please contact the Depositary, your brokerage firm or bank, as applicable.

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SUMMARY

This summary highlights selected information appearing elsewhere in this proxy statement/prospectus and does not contain all the information that you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this proxy statement/prospectus and the documents incorporated by reference herein. You should read this proxy statement/prospectus in its entirety. References in this proxy statement/prospectus to “$,” “US$” and “U.S. dollars” are to United States dollars, references to “RMB” are to Renminbi, and references to “CHF” are to Swiss francs.

Information About The Extraordinary General Meeting And Voting

Why Did You Send Me this Proxy Statement/Prospectus?

We sent you this proxy statement/prospectus and the enclosed proxy card because the Board of Directors of BeiGene is soliciting your proxy to vote at the EGM, which will be held on [•], 2024, at [•], local time, at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

This proxy statement/prospectus summarizes the information you need to vote at the EGM. You do not need to attend the EGM to vote your shares. You may simply complete, sign and return the enclosed proxy card or vote by telephone or over the Internet.

What Proposals Will Be Voted on at the EGM?

We will be asking you to approve the Company’s de-registration from the Cayman Islands and the Company’s continuation to Switzerland (the “Continuation”), our Proposed Swiss Articles (as defined below), and the election of Ernst & Young AG to serve as our statutory auditor and provide related audit services and the authorization to the Board of Directors to fix the remuneration of Ernst & Young AG. We have summarized these proposals below.

First, we need approval from our shareholders to de-register in the Cayman Islands in accordance with our Articles and for the Company’s Continuation in Switzerland (this is proposal no. 1). In connection with the Continuation, we will ask our shareholders to approve the Proposed Swiss Articles, to be effective from the effective date of the Continuation (this is proposal no. 2). We will also ask you to approve the election of Ernst & Young AG, the Swiss affiliate of our current auditors, to serve as our statutory auditor for Swiss law purposes and provide related audit services and the authorization to the Board of Directors to fix the remuneration of Ernst & Young AG (this is proposal no. 3).

The three proposals scheduled to be voted on at the EGM, which are summarized in the immediately preceding paragraphs, are as follows:

To consider and vote upon a special resolution to approve the Company’s de-registration in the Cayman Islands and the Company’s continuation in Switzerland, in accordance with our seventh amended memorandum and articles of association, Section 206 of the Cayman Companies Act and Article 161 of the Swiss Federal Code on Private International Law;

Subject to the approval of the Continuation, to consider and vote upon a special resolution to amend and restate our Articles in the form set forth in Exhibit A to this proxy statement/prospectus to be effective from the effective date of the Continuation; and

Subject to the approval of the Continuation and as required by Swiss law, to approve the election of Ernst & Young AG to serve as our statutory auditor until our next annual general meeting (for Swiss legal purposes) and provide related audit services and the authorization to the Board of Directors to fix the remuneration of Ernst & Young AG.

Proposal nos. 2 and 3 are conditional upon proposal no. 1 being approved at the EGM. The Continuation is conditioned upon approval of all of the proposals in this proxy statement/prospectus and the registration of the Continuation and the Proposed Swiss Articles with the Commercial Register of Basel, in the

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Canton of Basel-City, Switzerland (the “Swiss Commercial Register”). Our Board of Directors recommends that you vote your shares “FOR” each of the proposals presented in this proxy statement/prospectus at the EGM.

What are the Steps Required to Effect the Continuation?

Further to the approval of the Continuation by our shareholders at the EGM, we will need to effect the following steps under Cayman law and Swiss law, respectively:

Cayman Law

The Continuation is subject to the approval of the Cayman Islands Registrar of Companies (the “Cayman Registrar”), which must approve our de-registration in the Cayman Islands. As part of the application for de-registration, the Company must submit the following documents to the Cayman Registrar in accordance with the requirements of Section 206 of the Cayman Companies Act. The Cayman Registrar will review each of these documents to confirm BeiGene (Cayman) meets the requirements for de-registration:

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an undertaking signed by a director of BeiGene (Cayman) that notice of the transfer has been or will be given within 21 days to the secured creditors of BeiGene (Cayman) (if any);

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a sworn and notarized voluntary declaration of a director of BeiGene (Cayman), stating that:

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no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate BeiGene (Cayman) in any jurisdiction;

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no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of BeiGene (Cayman), its affairs or its property or any part thereof;

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no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of BeiGene (Cayman)are and continue to be suspended or restricted;

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BeiGene (Cayman) is able to pay its debts as they fall due;

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the application for de-registration is bona fide and not intended to defraud existing creditors of BeiGene (Cayman);

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notice of the transfer has been or will be given within 21 days to the secured creditors of BeiGene (Cayman);

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any consent or approval to the transfer required by any contract or undertaking entered into or given by BeiGene (Cayman) has been obtained, released or waived, as the case may be;

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the transfer is permitted by and has been approved in accordance with the Articles of BeiGene (Cayman);

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the laws of the relevant jurisdiction with respect to the transfer have been or will be complied with; and

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BeiGene (Cayman) will, upon registration under the laws of the new jurisdiction, continue as a stock corporation limited by shares;

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a statement of assets and liabilities up to the latest practicable date before the director’s declaration;

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notice of any proposed change of name; and

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notice of the proposed address of the registered office provider or agent for service of process in the new jurisdiction.

Swiss Law

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that the center of business activities is transferred to Switzerland. In addition, the following documents will need to be filed with the Swiss Commercial Register:

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a legalized certificate of the existence of BeiGene (Cayman) under Cayman law;

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a legalized copy of BeiGene (Cayman)’s existing charter documents;

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a legalized opinion of Cayman legal counsel on the ability of BeiGene (Cayman) to continue to Switzerland under Cayman law;

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a legalized opinion of Swiss legal counsel on the ability of BeiGene (Cayman) to adopt the legal form of a corporation under Swiss law;

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the declaration of the Board of Directors as to the transfer of business activities;

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an auditor’s report that BeiGene (Cayman)’s share capital is unimpaired according to Swiss law; and

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a copy of the new Proposed Swiss Articles.

Why is the Board of Directors Recommending Approval of the Continuation?

As we continue our mission to deliver innovative medicines faster and more equitably and affordably around the world, it is critical to be anchored in an environment that will actively support our long-term sustainable development and growth objectives. To achieve this, we regularly assess our organization and financial structure. Our Board of Directors has concluded that the Continuation is in the best interests of our shareholders, in part due to the following determinations.

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the Continuation can increase our strategic and capital flexibility while posing no noticeable risks to our operating model and can enhance and accelerate our long-term strategy;

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the Continuation can help reduce regulatory and financial risks to our Company;

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Switzerland is a leading financial center with a sophisticated financial and regulatory environment;

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Switzerland has a network of excellent relations with major developed and developing countries around the world; and

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Switzerland is party to reliable commercial and tax treaties.

We chose Basel, Switzerland in particular because Basel is a prominent life sciences cluster in Europe and one of the world’s leading life sciences locations. See “Proposal No. 1: Approval of the Continuation — Principal Reasons for the Continuation.”

Are Proxy Materials Available on the Internet?

Important Notice Regarding the Availability of Proxy Materials for the
Extraordinary General Meeting of Shareholders To Be Held on [•], 2024

Our proxy statement/prospectus for the EGM and form of proxy card are available at [•].

Directions to attend the EGM can be obtained by contacting Investor Relations at ir@beigene.com.

Who is Entitled to Vote?

Only holders of record of our Ordinary Shares at [•] Cayman Islands Time on [•], 2024 (the “Record Date”) are entitled to notice of, and to attend and to vote at, the EGM. As of [•] Cayman Islands Time on the Record Date, we had [•] outstanding Ordinary Shares, all of which are entitled to vote with respect to all matters to be acted upon at the EGM. On the Record Date, [•] of the [•] outstanding Ordinary Shares were held in the name of a nominee for Citibank, N.A. (the “Depositary”) as depositary for our ADSs, and were represented by [•] ADSs issued by the Depositary in the Company-sponsored ADR program, each ADS in turn represents 13 of our Ordinary Shares, and [•] of the outstanding Ordinary Shares were Ordinary Shares traded in Renminbi (“RMB Shares”). Each shareholder of record is entitled to one vote for each Ordinary Share held by such shareholder. For the avoidance of doubt and for the purpose of the Rules

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Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”), treasury shares held by the Company, if any, shall not be voted.

How is a Quorum Reached?

We are an exempted company incorporated in the Cayman Islands with limited liability, and our affairs are governed by our Articles; the Cayman Companies Act; and the common law of the Cayman Islands.

Therefore, a quorum will be present for an ordinary resolution if at least [•] Ordinary Shares are present in person or by proxy (being such number of shares which carry the right to at least a simple majority of all votes capable of being exercised on a poll). Therefore, a quorum will be present for a special resolution if at least [•] Ordinary Shares are present in person or by proxy (being such number of shares which carry the right to at least two-thirds of all votes capable of being exercised on a poll).

Abstentions and broker non-votes will be counted towards the quorum requirement.

How is the Vote Counted?

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting (except for certain types of winding up of the Company, in which case the required majority to pass a special resolution is 100%). Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Cayman Companies Act and our Articles. A special resolution is required for important matters such as a change of name and amendments to our Articles. Our shareholders may effect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capital into shares of larger amounts than our existing shares and cancelling any authorized but unissued shares.

Proposal nos. 1 and 2 of this proxy statement/prospectus are special resolutions. The quorum required for the EGM to approve proposal nos. 1 and 2 shall consist of shareholders present in person or by proxy who together hold shares carrying the right to at least two-thirds of all votes capable of being exercised on a poll. Approval of proposal nos. 1 and 2 requires the favorable vote of two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the EGM.

Proposal no. 3 of this proxy statement/prospectus is an ordinary resolution. The quorum required for the EGM to approve proposal no. 3 shall consist of shareholders present in person or by proxy who together hold shares carrying the right to at least a simple majority of all votes capable of being exercised on a poll. Approval of proposal no. 3 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person or by proxy at the EGM.

Persons who are recorded as holding our Ordinary Shares on our register of members maintained by Mourant Governance Services (Cayman) Limited (the “Cayman Registrar”) on the Record Date (the “Cayman Record Holders”) must either (1) return an executed form of proxy (a) by mail or by hand to the offices of the Cayman Registrar: Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands, or (b) by email at BeiGene@mourant.com; or (2) attend the EGM in person to vote on the proposals.

Persons who are recorded as holding our Ordinary Shares on our register of members (the “HK Register”) maintained by Computershare Hong Kong Investor Services Limited (the “HK Registrar”) on

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the Record Date (the “HK Record Holders,” and together with the Cayman Record Holders, the “Record Holders”) must either (1) return an executed form of proxy by mail or by hand to the offices of the HK Registrar: Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; or (2) attend the EGM in person to vote on the proposals.

Persons who hold our RMB Shares listed on the STAR Market on the Record Date must either (1) vote through the online voting systems of the SSE; or (2) attend the EGM in person to vote on the proposals. For online voting arrangements, holders of our RMB Shares as of the Record Date who wish to exercise their voting rights can vote either through (i) the voting platform of the SSE trading system by logging into their own accounts opened with their designated brokers for trade of RMB Shares during trading windows (i.e. 9:15 a.m. – 9:25 a.m., 9:30 a.m. – 11:30 a.m., and 1:00 p.m. – 3:00 p.m. Beijing Time) of the STAR Market on [•], 2024; or (ii) the internet voting platform of the SSE (vote.sseinfo.com) from 9:15 a.m. to 3:00 p.m. Beijing Time on [•], 2024. Further announcement will be made by the Company on the Shanghai Stock Exchange (“SSE”) website regarding the voting arrangements for holders of RMB Shares listed on the STAR Market in accordance with the rules of the STAR Market.

Persons who own our Ordinary Shares indirectly on the record date through a brokerage firm, bank or other financial institution, including persons who own our Ordinary Shares in the form of ADSs through the Depositary (“beneficial owners”), must return a voting instruction form to have their shares or the shares underlying their ADSs voted on their behalf. Brokerage firms, banks or other financial institutions that do not receive voting instructions from beneficial owners may either vote these shares on behalf of the beneficial owners if permitted by applicable rules or return a proxy leaving these shares un-voted (a “broker non-vote”). Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under applicable stock exchange rules but not with respect to “non-routine” matters. Proposal nos. 1 and 2 are considered to be “non-routine” under applicable stock exchange rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, proposal no. 3 is considered to be “routine” under applicable stock exchange rules and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on proposal no. 3.

ADS holders are not entitled to vote directly at the EGM, but the Deposit Agreement, dated as of February 5, 2016, as amended (the “Deposit Agreement”), by and among the Depositary, the Company and the holders and beneficial owners of ADSs, permits registered holders of ADSs as of the Record Date to instruct the Depositary how to exercise their voting rights pertaining to the Ordinary Shares represented by their ADSs. The Depositary has agreed that it will endeavor, insofar as practicable and permitted under applicable law and the provisions of the Deposit Agreement and our Articles, to vote (in person or by delivery to the Company of a proxy) the Ordinary Shares registered in the name of the Depositary in accordance with the voting instructions received from the ADS holders. If the Depositary does not receive instructions from an ADS holder, such ADS holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to holders of ADSs) deem such ADS holder, to have instructed the Depositary to give a discretionary proxy to a person designated by us to vote the Ordinary Shares represented by such holder’s ADSs, provided that no such discretionary proxy may be given by the Depositary with respect to any matter to be voted upon that we inform the Depositary that (a) we do not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Ordinary Shares may be materially adversely affected. In the event that the instruction card is executed but does not specify the manner in which the Ordinary Shares represented are to be voted (i.e., by not marking a vote “FOR,” “AGAINST” or any other option), the Depositary will deem such holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such holder’s ADSs; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which we inform the Depositary that (a) we do not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Ordinary Shares may be materially adversely affected. Instructions from the ADS holders must be sent to the Depositary so that the instructions are received by no later than 10:00 a.m. New York Time on [•], 2024.

Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum but will not be counted for the purpose of determining the number of votes cast on a given proposal.

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We have retained the Cayman Registrar to hold and maintain our Cayman Register and the HK Registrar to hold and maintain our HK Register. The Cayman Registrar and the HK Registrar will be engaged by us to take delivery of completed forms of proxy posted to them in accordance with the details above.

We encourage you to vote by proxy by mailing, emailing or sending by hand an executed form of proxy in accordance with the instructions and deadlines above. Voting in advance of the EGM will ensure that your shares will be voted and reduce the likelihood that we will be forced to incur additional expenses soliciting proxies for the EGM. Any record holder of our Ordinary Shares may attend the EGM in person and may revoke the enclosed form of proxy at any time by:

•

executing and delivering to the Cayman Registrar or the HK Registrar, as applicable, a later-dated proxy by mail or email or by hand pursuant to the instructions above until [•] [a.m.]/[p.m.] Cayman Islands Time / [•] [a.m.]/[p.m.] New York Time / [•] [a.m.]/[p.m.] Hong Kong Time on [•], 2024; or

•

voting in person at the EGM.

Beneficial owners of our Ordinary Shares and ADSs representing our Ordinary Shares who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution or the Depositary, as applicable, for information on how to do so. Beneficial owners who wish to attend the EGM and vote in person should contact their brokerage firm, bank or other financial institution holding our Ordinary Shares on their behalf in order to obtain a “legal proxy” which will allow them to both attend the meeting and vote in person. Without a legal proxy, beneficial owners cannot attend or vote at the EGM because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf. Record holders of ADSs who wish to attend the EGM and vote in person should contact the Depositary (and beneficial owners wishing to do the same should contact their brokerage firm, bank or other financial institution holding their ADSs) to cause their ADSs to be cancelled and the underlying shares to be withdrawn in accordance with the terms and conditions of the Deposit Agreement so as to be recognized by us as a record holder of our Ordinary Shares.

Do I Have Appraisal Rights?

Our shareholders and our ADS holders have no rights under the Cayman Companies Act or our Articles to exercise dissenters’ or appraisal rights with respect to the proposals being voted on.

What are the Costs of Soliciting these Proxies and Who Will Pay Them?

We are making this solicitation and will pay the entire cost of preparing and distributing the proxy materials and soliciting votes. If you choose to access the proxy materials over the Internet, you are responsible for any Internet access charges that you may incur. Our officers, directors and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, emails or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.

Where Can I Find the Voting Results?

Results of the EGM will be posted on the Company’s website (www.beigene.com), on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk), on the SSE website (www.sse.com.cn) upon the conclusion of the EGM, and on the U.S. Securities and Exchange Commission (the “SEC”) website (www.sec.gov) in a Current Report on Form 8-K filed by us within four business days of the conclusion of the EGM.

Information About the Continuation

What is the Continuation?

Our Board of Directors is proposing to change our jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction called a continuation under Section 206 of Cayman Companies Act and Article 161 of the Swiss Federal Code on Private International Law. The continued company will

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become subject to Swiss law upon the de-registration of the Company from the Register of Companies in the Cayman Islands and the simultaneous registration of the Continuation with the Swiss Commercial Register. Thereafter, BeiGene will also be subject to the Proposed Swiss Articles and the organizational regulations (analogous to bylaws under Delaware law). We will be deregistered in the Cayman Islands as of the date shown on the certificate of de-registration issued by the Cayman Registrar. The de-registration in the Cayman Islands and the Continuation under Swiss law will occur on the same date. Our Board of Directors has unanimously approved the Continuation, believes it to be in the best interests of the Company and unanimously recommends approval of the Continuation to our shareholders. In this proxy statement/prospectus we sometimes refer to the Company as “BeiGene (Cayman)” prior to the Continuation and as “BeiGene (Switzerland)” after the Continuation.

The Continuation will change the governing law that applies to our shareholders from Cayman law to Swiss law. There are material differences between Cayman law and Swiss law. Our shareholders may have more or less rights under Swiss law depending on the specific set of circumstances. The Company will also adopt the Proposed Swiss Articles as its constitutional documents upon the Continuation becoming effective. The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Swiss Articles and the proposed amendments made to our Articles (the “Proposed Amendments”) comply with the requirements of the HK Listing Rules and the legal advisers to the Company as to laws of Switzerland have confirmed that the Proposed Amendments do not violate the applicable laws of Switzerland. See “Proposal No. 1: Approval of the Continuation — Comparison of Shareholder Rights” for a summary of the significant differences between Cayman law, Swiss law, and, for comparative purposes only, Delaware law.

The Continuation will not interrupt the corporate existence or operations of BeiGene or the listing of our ADSs, Ordinary Shares or RMB Shares, which are referred to as “Listed Shares” on Nasdaq, the HKEx, and STAR Market, respectively. Each outstanding Share at the time of the effectiveness of the Continuation will remain issued and outstanding as a registered share of BeiGene (Switzerland), nominal value US$0.0001 per share (the “Registered Share(s)”). Following the completion of our Continuation, our ADSs will continue to be listed on Nasdaq under the trading symbol “BGNE,” our Ordinary Shares will continue to be listed on the HKEx under the stock code “06160,” and our RMB Shares will continue to be listed on the STAR Market in the People’s Republic of China (“PRC”) under the stock code “688235.”

Regulatory and Other Approvals

The Continuation is subject to the approval of the Cayman Registrar, which must approve our de-registration in the Cayman Islands and satisfaction of the conditions set forth in Section 206 of the Cayman Companies Act. The Continuation is also subject to the registration in the Swiss Commercial Register.

Material Tax Considerations

FOR MORE INFORMATION ABOUT THE MATERIAL TAX CONSIDERATIONS OF THE CONTINUATION, PLEASE READ “PROPOSAL NO. 1 — APPROVAL OF THE CONTINUATION — MATERIAL TAX CONSIDERATIONS.”

Swiss Taxation

No material Swiss taxes will be imposed on BeiGene (Cayman) or its shareholders as a result of the Continuation. However, on a prospective basis BeiGene (Switzerland) will be subject to Swiss tax laws. There are material differences between the tax laws of the Cayman Islands and Switzerland.

Under current Swiss law, distributions made out of capital contribution reserves recognized by the Swiss Federal Tax Administration or made in the form of a par value reduction are not subject to Swiss withholding tax. As of the effective date of the Continuation, we expect BeiGene (Switzerland) to have qualifying capital contribution reserves in the amount of US$[•]. However, there can be no assurances that the Swiss withholding rules will not be changed in the future or that shareholders will approve a distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or a reduction in par value for distributions. Further, over the long term, the amount of par value and qualifying contribution reserves available for BeiGene (Switzerland) may be limited. If BeiGene (Switzerland) is

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unable to make a distribution out of qualifying capital contribution reserves or through a reduction in par value, then any dividends paid by BeiGene (Switzerland) will generally be subject to a Swiss withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. Dividends, if any, paid on BeiGene (Cayman)’s shares are not currently subject to withholding tax in the Cayman Islands.

United States Taxation

For U.S. tax purposes, U.S. Holders will be treated as exchanging old shares of BeiGene (Cayman) for new shares of BeiGene (Switzerland) in an exchange that is intended to qualify as a tax-free exchange under section 1036 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or as a tax-free recapitalization under section 368(a)(1)(E) of the Code.

Under United States tax law, the Continuation of BeiGene (Cayman) is intended to constitute a “reorganization” under section 368(a)(1)(F) of the Code. As such, U.S. Holders of BeiGene (Switzerland) generally will not recognize gain or loss as a result of the Continuation.

Cayman Islands Taxation

There are no Cayman Islands tax consequences of the Continuation.

Hong Kong Taxation

The Continuation should not result in any tax or stamp duty consequences under Hong Kong law to BeiGene (Cayman), BeiGene (Switzerland) or its shareholders.

Mainland China Taxation

The Continuation of BeiGene (Cayman) from the Cayman Islands to Switzerland results from a change of domicile under the corporate laws of both countries. This change of domicile of BeiGene (Cayman) to Switzerland does not interrupt the corporate existence of the Company or the existence and listing of issued and outstanding Shares. For mainland China tax purposes, the Continuation should not trigger an indirect transfer of Company’s subsidiaries in mainland China, because neither the shareholders’ equity interest in BeiGene (Cayman) nor BeiGene (Cayman)’s indirect shareholding in its mainland China subsidiaries changes as a result of the Continuation. Given that the shareholders of BeiGene (Switzerland) do not obtain any additional Shares or economic benefits as a result of the Continuation, the shareholders should not be required to recognize any gain or loss as a result of the Continuation for mainland China tax purposes. Thus, the Continuation should not trigger material taxes to shareholders in mainland China.

Accounting Treatment of the Continuation

Under generally accepted accounting principles in the United States (“US GAAP”), the Continuation will not impact the historical carrying values of any of our assets, liabilities or equity in our consolidated financial statements as filed with the SEC.

No Rights for Dissenting Shareholders

Shareholders will not have the right to dissent under Cayman law. Accordingly, shareholders abstaining or voting against any of the amendments to our Articles or the Continuation will still be subject to the effects of these amendments and the Continuation if the requisite votes are obtained.

Effects of the Continuation on Your Share Ownership

Once the Continuation is completed, holders of our shares will continue to own one Registered Share for each Share held before the Continuation. The existing certificates representing BeiGene (Cayman)’s Ordinary Shares will not be canceled and will continue to be valid certificates representing BeiGene (Switzerland)’s Registered Shares. You may contact us by email at [•] and we will provide you with information on how to convert your existing certificates into book-entry form. Generally, except as required under

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applicable law, we will not exchange existing certificates for new certificates. Irrespective of this, you will continue to be a shareholder of the Company entitled to dividends, preemptive rights and liquidation proceeds and, if you are a holder of record or a beneficial holder of shares held in “street name”, you will continue to be able to exercise your voting rights, prove your ownership interest in the Company, transfer your shares or exercise other shareholder rights.

A shareholder of record of BeiGene (Cayman) as of the effective date of the Continuation will continue to be a shareholder of record of BeiGene (Switzerland) immediately after the effective date of the Continuation. Beneficial holders of shares held in “street name” will not be required to take any action. Holders of options to purchase BeiGene (Cayman)’s Ordinary Shares on the effective date of the Continuation will continue to hold options to purchase the same number of Registered Shares of BeiGene (Switzerland) at the same exercise price.

Effects of the Continuation on Dividends

Under Swiss law, all dividends, including a repayment of capital contribution reserves and distributions through a reduction in par value, must be approved in advance by our shareholders, though the determination of the record and payment dates may be delegated to our Board of Directors. To the extent we declare and pay dividends, including a repayment of capital contribution reserves and distributions through a reduction in par value, we will be able to declare and pay such dividends in U.S. dollars.

We intend to retain most, if not all, of our available funds and earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in Ordinary Shares, ADSs and/or RMB Shares as a source for any future dividend income.

Comparison of Shareholder Rights

Upon completion of the Continuation, our shareholders will be holders of Registered Shares of a Swiss company. After that time, their rights will be governed by Swiss law as well as our Proposed Swiss Articles, the subject of proposal no. 2. Board of Directors and executive management matters will be governed by our organizational regulations (analogous to bylaws under Delaware law). You should be aware that the Continuation will change your rights depending upon the circumstances. The section entitled “Proposal No. 1: Approval of the Continuation — Comparison of Shareholder Rights” describes material differences between the rights of shareholders under Cayman law, Swiss law and, for comparative purposes, Delaware law. A copy of our Proposed Swiss Articles is attached to this proxy statement/prospectus as Exhibit A.

We plan to complete the proposed Continuation as soon as possible following approval by our shareholders. Our Board of Directors may, however, decide to delay the Continuation or not proceed with the Continuation if it determines that the transaction is no longer in the best interests of our shareholders. The Board of Directors has not considered any alternative action if the Continuation is not approved or if it decides to abandon the transaction.

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RISK FACTORS

You should carefully consider the following risk factors, the risk factors described in Item 1A to our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports on Form 10-Q as well as the other information included or incorporated by reference into this proxy statement/prospectus, before voting. Additional risks not presently known to us or that we currently deem insignificant may also impair our business or results of operations as they become known facts or as facts and circumstances change. Any of the risks described below or in the documents incorporated by reference could result in a significant or material adverse effect on our results of operations or financial condition.

Your rights as a shareholder will change as a result of the Continuation.

Because of differences in Swiss law and Cayman law and certain changes that will be made to our governing documents in connection with the Continuation, your rights as a shareholder will change if the Continuation is completed. For a description of these differences, see “Proposal No. 1: Approval of the Continuation — Comparison of Shareholder Rights.”

As a result of increased shareholder voting requirements, we will have less flexibility with respect to certain aspects of capital management than previously.

Under Cayman law, our directors may issue, without shareholder approval, any Ordinary Shares authorized in our Articles that are not issued or reserved. In addition, our Board of Directors has the right, subject to statutory limitations, to declare and pay dividends on our Ordinary Shares without a shareholder vote. Swiss law allows our shareholders to authorize our Board of Directors to issue new Registered Shares for general corporate purposes based on a capital band included in the Proposed Swiss Articles, and for convertible instruments and for long term incentive plan purposes based on a conditional capital included in the Proposed Swiss Articles, in each case without additional shareholder approval. However, the shareholder authorization for general corporate purposes must be renewed by the shareholders at least every five years, and both the authorizations under the capital band and the conditional capital are limited to 50% of a company’s stated capital. Swiss law also reserves for approval by shareholders many corporate actions over which our Board of Directors currently has authority. For example, dividends must be approved by shareholders. While we do not believe that the differences between Cayman law and Swiss law relating to our capital management will have an adverse effect on our Company, we cannot assure you that situations will not arise where such flexibility would have provided substantial benefits to our shareholders.

The Continuation will result in additional direct and indirect costs whether or not completed.

The Continuation will result in additional direct costs. Following the Continuation, we may hold a large portion of meetings of our Board of Directors and management strategy meetings as well as our annual general meetings, beginning in 2025, in Basel. We also plan to continue expanding our physical presence in Switzerland. With that, we will further strengthen our presence in Switzerland. We will incur additional costs and expenses, primarily Swiss tax and professional fees, to comply with Swiss corporate and tax laws. In addition, we will incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses and financial printing expenses in connection with the Continuation, whether or not it is approved. The Continuation may also result in certain indirect costs by diverting attention of our management and employees from our business with resulting increased administrative costs and expenses.

If you fail to make a required tax filing, the Continuation could result in adverse tax consequences for you.

Depending on your circumstances, you may be required to make a filing with the U.S. Internal Revenue Service (the “IRS”) or your respective tax authority, as a result of the change of our place of incorporation. Failure to make this filing on a timely basis could result in your owing taxes because of the change, even though you will not have realized any income or liquidity as a result of the change. For a more detailed description of the tax consequences associated with this transaction, please read “Proposal No. 1: Approval of the Continuation — Material Tax Considerations — United States Tax Considerations.”

You may be subject to Swiss withholding taxes on the payment of dividends.

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withholding tax. As of the effective date of the Continuation, we expect BeiGene (Switzerland) to have qualifying capital contribution reserves in the amount of US$[•] for distribution not subject to Swiss withholding tax. However, there can be no assurances that the Swiss withholding rules will not be changed in the future or that shareholders will approve a distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or a reduction in par value for distributions. Further, over the long term, the amount of par value and qualifying contribution reserves available for BeiGene (Switzerland) may be limited. If BeiGene (Switzerland) is unable to make a distribution out of qualifying capital contribution reserves or through a reduction in par value, then any dividends paid by BeiGene (Switzerland) will generally be subject to a Swiss withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. Dividends, if any, paid on BeiGene (Cayman)’s shares are not currently subject to withholding tax in the Cayman Islands. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, (the “U.S.-Swiss Treaty”), may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in case of qualified pension funds). A China Holder that qualifies for benefits under the Agreement between the Government of the People’s Republic of China and the Swiss Federal Council for the Avoidance of Double Taxation with Respect to Taxes on Income and on Capital (“PRC-Swiss Treaty”) may apply for a refund of the tax withheld in excess of the 10% or 5% treaty rate (as applicable). A Hong Kong shareholder that qualifies for benefits under the Agreement between the Government of the Hong Kong Special Administrative Region of the People’s Republic of China and the Swiss Federal Council for the Avoidance of Double Taxation with respect to Taxes on Income (“Hong Kong-Swiss Treaty”) may apply for a refund of the tax withheld in excess of the 10% treaty rate (or a full refund in case of specific qualified persons, including, a pension fund, or a corporate shareholder that directly holds at least 10% of the capital of BeiGene (Switzerland)). Subject to applicable laws and regulations, this may also apply to other shareholders that are entitled to a dividend withholding tax rate lower than the Swiss withholding tax rate under the tax treaties between the shareholders’ own tax residency jurisdictions and Switzerland. Switzerland currently has concluded more than 100 tax treaties with the same treatment regarding the refund of Swiss withholding taxes.

Under current Swiss law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax, irrespective of the tax residency of the shareholder. The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in connection with equity incentive plans, convertible debt, similar instruments or acquisitions, will not be subject to the 35% Swiss withholding tax, irrespective of the tax residency of the shareholder. Any portion of the repurchase price attributable to par value or qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration will not be subject to the 35% Swiss withholding tax. See “Proposal No. 1: Approval of the Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation.”

We will be subject to various Swiss taxation as a result of the Continuation.

We will be subject to corporate income tax at federal, cantonal and communal levels on our worldwide income. However, qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are effectively exempt from federal, cantonal and communal corporate income tax under the Swiss participation relief rules. Consequently, BeiGene (Switzerland) expects dividends from its subsidiaries and capital gains from sales of investments in its subsidiaries to be exempt from Swiss corporate income tax. In addition, we will be subject to an annual Cantonal capital tax on our year-end taxable equity. We will also be subject to a Swiss issuance stamp tax levied on any future issuance of shares or any other increase in BeiGene (Switzerland)’s equity unless the equity is increased in the context of a merger or other qualifying restructuring transaction. In addition, we will be subject to some other Swiss taxes (e.g., VAT and Swiss securities transfer stamp tax). We are currently not subject to income, capital, stamp or issuance taxes in the Cayman Islands.

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THE EXTRAORDINARY GENERAL MEETING

We are furnishing this proxy statement/prospectus to the shareholders of BeiGene as part of the solicitation of proxies by management for use at the extraordinary general meeting.

Date, Time and Place

We will hold the EGM, on [•], 2024, at [•] local time, at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

The Proposals

You are being asked to consider and vote upon three matters, as further described in “Summary — What Proposals Will be Voted on at the Extraordinary General Meeting.”

You will be asked to consider and vote upon the following proposals:

•

to approve the Continuation; and

•

each of the following, subject to approval of the Continuation:

•

to approve the Proposed Swiss Articles; and

•

to approve the election of Ernst & Young AG to serve as our statutory auditor until our next annual general meeting and provide related audit services and the authorization to the Board of Directors to fix the remuneration of Ernst & Young AG.

Our Board of Directors recommends that you vote your shares “FOR” each of these proposals.

Our Board of Directors does not know of any other matters that are to be presented for consideration at the EGM. Should any other matters properly come before the meeting, it is the intention of the persons named in the accompanying proxy to vote such proxy on behalf of the shareholders they represent in accordance with their best judgment.

Shareholders Entitled to Vote; Record Date

Only holders of record of our Ordinary Shares, at [5:00 a.m.] Cayman Islands Time on [•] (the “Record Date”) are entitled to notice of, and to attend and to vote at, the EGM. As of [5:00 a.m.] Cayman Islands Time on the Record Date, we had [•] outstanding Ordinary Shares, all of which are entitled to vote with respect to all matters to be acted upon at the EGM, except as otherwise provided in this proxy statement/prospectus. On the Record Date, [•] of the [•] outstanding Ordinary Shares held in the name of a nominee for Citibank, N.A. (the “Depositary”) as depositary for our ADSs, and were represented by [•] ADSs issued by the Depositary in the Company-sponsored ADR program, each ADS in turn each represents 13 of our Ordinary Shares, and [•] of the outstanding Ordinary Shares were RMB Shares. Each shareholder of record is entitled to one vote for each Ordinary Share held by such shareholder. For the avoidance of doubt and for the purpose of the HK Listing Rules, treasury shares held by the Company, if any, shall not be voted.

Quorum

We are an exempted company incorporated in the Cayman Islands with limited liability, and our affairs are governed by our Articles, the Cayman Companies Act and the common law of the Cayman Islands.

The quorum required for a general meeting of shareholders at which an ordinary resolution is proposed consists of such shareholders present in person or by proxy who together hold shares carrying the right to at least a simple majority of all votes capable of being exercised on a poll. Therefore, a quorum will be present if at least [•] Ordinary Shares are present in person or by proxy (being such number of shares which carry the right to at least a simple majority of all votes capable of being exercised on a poll). The quorum required for a general meeting at which a special resolution has been proposed consists of such shareholders present in person or by proxy who together hold shares which carry the right to at least two-thirds of all votes capable of being exercised on a poll. Therefore, a quorum will be present if at least [•] Ordinary Shares are present

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in person or by proxy (being such number of shares which carry the right to at least two-thirds of all votes capable of being exercised on a poll).

Abstentions and broker non-votes will be counted towards the quorum requirement.

Voting

Persons who are recorded as holding our Ordinary Shares on the Cayman Register on the Record Date must either (1) return an executed form of proxy (a) by mail or by hand to the offices of the Cayman Registrar: Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands, or (b) by email at BeiGene@mourant.com; or (2) attend the EGM in person to vote on the proposals.

Persons who are recorded as holding our Ordinary Shares on the HK Register on the Record Date must either (1) return an executed form of proxy by mail or by hand to the offices of the HK Registrar: Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; or (2) attend the EGM in person to vote on the proposals.

Persons who hold our RMB Shares listed on the STAR Market on the Record Date must either (1) vote through the online voting systems of the SSE; or (2) attend the EGM in person to vote on the proposals. For online voting arrangements, holders of our RMB Shares as of the Record Date who wish to exercise their voting rights can vote either through (i) the voting platform of the SSE trading system by logging into their own accounts opened with their designated brokers for trade of RMB Shares during trading windows (i.e. 9:15 a.m. – 9:25 a.m., 9:30 a.m. – 11:30 a.m., and 1:00 p.m. – 3:00 p.m. Beijing Time) of the STAR Market on [•], 2024; or (ii) the internet voting platform of the SSE (vote.sseinfo.com) from 9:15 a.m. to 3:00 p.m. Beijing Time on [•], 2024. Further announcement will be made by the Company on the SSE website regarding the voting arrangements for holders of RMB Shares listed on the STAR Market in accordance with the rules of the STAR Market.

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permitted by applicable rules or return a proxy leaving these shares un-voted. Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under applicable stock exchange rules but not with respect to “non-routine” matters. Proposal nos. 1 and 2 are considered to be “non-routine” under applicable stock exchange rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, proposal no. 3 is considered to be “routine” under applicable stock exchange rules and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on proposal no. 3.

ADS holders are not entitled to vote directly at the EGM, but the Deposit Agreement, dated as of February 5, 2016, as amended (the “Deposit Agreement”), by and among the Depositary, the Company and the holders and beneficial owners of ADSs, permits registered holders of ADSs as of the Record Date to instruct the Depositary how to exercise their voting rights pertaining to the Ordinary Shares represented by their ADSs. The Depositary has agreed that it will endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement and our Articles, to vote (in person or by delivery to the Company of a proxy) the Ordinary Shares registered in the name of the Depositary in accordance with the voting instructions received from the ADS holders. If the Depositary does not receive instructions from a holder, such holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to holders of ADSs) deem such holder, to have instructed the Depositary to give a discretionary proxy to a person designated by us to vote the Ordinary Shares represented by such holders’ ADSs, provided that no such discretionary proxy may be given by the Depositary with respect to any matter to be voted upon that we inform the Depositary that (a) we do not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Ordinary Shares may be materially adversely affected. In the event that the instruction card is executed but does not specify the manner in which the Ordinary Shares represented are to be voted (i.e., by not marking a vote “FOR,” “AGAINST” or any other option), the Depositary will deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such holder’s ADSs; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which we inform the Depositary that (a) we do not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Ordinary Shares may be materially adversely affected. Instructions from the ADS holders must be sent to the Depositary so that the instructions are received by no later than 10:00 a.m. New York Time on [•], 2024.

•

voting in person at the EGM.

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attend the meeting and vote in person. Without a legal proxy, beneficial owners cannot attend or vote at the EGM because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf. Record holders of ADSs who wish to attend the EGM and vote in person should contact the Depositary (and beneficial owners wishing to do the same should contact their brokerage firm, bank or other financial institution holding their ADSs) to cause their ADSs to be cancelled and the underlying shares to be withdrawn in accordance with the terms and conditions of the Deposit Agreement so as to be recognized by us as a record holder of our Ordinary Shares.

No Appraisal Rights

Our shareholders and our ADS holders have no rights under the Cayman Companies Act or under our Articles to exercise dissenters’ or appraisal rights with respect to the proposals being voted on.

Expenses of Solicitation

Procedure for Submitting Shareholder Proposals

Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual general meeting of shareholders by submitting their proposals in writing to us in a timely manner. In order to be considered for inclusion in the proxy statement for the 2025 annual general meeting of shareholders, shareholder proposals must be received at our principal executive offices no later than January 1, 2025, and must otherwise comply with the requirements of Rule 14a-8 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any shareholder proposal for the annual general meeting of shareholders in 2025, which is submitted outside the processes of Rule 14a-8, shall be considered untimely unless received by the Company in writing no later than March 17, 2025. If the date of the annual general meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the U.S. Securities and Exchange Commission (“SEC”), and on the website of Hong Kong Exchange and Clearing Limited (www.hkexnews.hk) and the SSE website (www.sse.com.cn). A copy of all notices of proposals by shareholders should be sent to us at BeiGene, Ltd., c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 6, 2025. Any shareholder wishing to submit a director nominee for inclusion in the 2025 proxy statement should provide the nominee information within the timeframe set forth by our articles and SEC rules.

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PROPOSAL NO. 1: APPROVAL OF THE CONTINUATION

General

On [•], 2024, our Board of Directors resolved it to be advisable for the Company to register by way of continuation as a stock corporation under the laws of Switzerland and to de-register in the Cayman Islands (referred to as the Continuation). Our Articles specify that any such action must be approved by a Special Resolution. Our Board of Directors directed that approval of the Continuation be submitted for consideration by our shareholders at the EGM.

The Special Resolution approving the Continuation is as follows:

IT IS RESOLVED as a Special Resolution that the de-registration of the Company in the Cayman Islands and the continuation of the Company to Switzerland be and hereby is approved and authorized.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE CONTINUATION. Proxies will be so voted unless shareholders specify otherwise in their proxies. The affirmative vote of at least two-thirds of the votes cast by the holders of our Ordinary Shares represented in person or by proxy at the EGM is required for approval of this proposal.

Principal Reasons for the Continuation

To achieve our long-term growth objectives, we regularly assess our organization and financial structure.

After considerable thought and study, our Board of Directors concluded that the Continuation is in the best interests of our shareholders, in part due to the following determinations:

•

the Continuation can increase our strategic and capital flexibility while posing no noticeable risks to our operating model and can enhance and accelerate our long-term strategy;

•

the Continuation can help reduce regulatory and financial risks to our company;

•

Switzerland is a leading financial center with a sophisticated financial and regulatory environment;

•

Switzerland has a network of excellent relations with major developed and developing countries around the world; and

•

Switzerland is party to reliable commercial and tax treaties.

As a company incorporated under the laws of Switzerland, we will be able to take advantage of the strong network of commercial and tax treaties Switzerland has negotiated around the world, as well as the commercial attachés in Switzerland’s embassies around the world.

Having established a regional presence in Switzerland since 2017 and in Basel since 2018, which has quickly expanded, we are in a favorable position to further develop our established and advantageous ties with Switzerland as our presence in Europe continues to grow. By strategically aligning ourselves with Switzerland’s stable business environment, we future-proof our operations and lay the foundation for sustained growth and competitiveness in the years to come.

We chose Basel, Switzerland in particular because Basel is a prominent life sciences cluster in Europe and one of the world’s leading life sciences locations. Switzerland’s reputation as a hub for life sciences innovation and excellence catalyzed by a strong networking and multi-stakeholder approach aligns with our strategic priorities and opens the possibility to gain access to cutting-edge technologies, top-tier talent and academia, and strategic partnerships that cumulatively drive sustainable growth. Furthermore, Switzerland’s central position in Europe will ensure a robust network of connections across the continent and globally, easing entry into international markets and broadening our circle of partnerships.

Process of the Continuation

Further to the approval of the Continuation by our shareholders at the EGM, we will need to effect the following steps under Cayman law and Swiss law, respectively:

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Cayman Law

The Continuation is subject to the approval of the Cayman Registrar, which must approve our de-registration in the Cayman Islands. As part of the application for de-registration, the Company must submit the following documents to the Cayman Registrar in accordance with the requirements of Section 206 of the Cayman Companies Act. The Cayman Registrar will review each of these documents to confirm BeiGene (Cayman) meets the requirements for de-registration:

•

an undertaking signed by a director of BeiGene (Cayman) that notice of the transfer has been or will be given within 21 days to the secured creditors of BeiGene (Cayman) (if any);

•

a sworn and notarized voluntary declaration of a director of BeiGene (Cayman), stating that:

•

no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate BeiGene (Cayman) in any jurisdiction;

•

no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of BeiGene (Cayman), its affairs or its property or any part thereof;

•

BeiGene (Cayman) is able to pay its debts as they fall due;

•

the application for de-registration is bona fide and not intended to defraud existing creditors of BeiGene (Cayman);

•

notice of the transfer has been or will be given within 21 days to the secured creditors of BeiGene (Cayman);

•

any consent or approval to the transfer required by any contract or undertaking entered into or given by BeiGene (Cayman) has been obtained, released or waived, as the case may be;

•

the transfer is permitted by and has been approved in accordance with our Articles;

•

the laws of the relevant jurisdiction with respect to the transfer have been or will be complied with; and

•

BeiGene (Cayman) will, upon registration under the laws of the new jurisdiction, continue as a stock corporation limited by shares;

•

a statement of assets and liabilities up to the latest practicable date before the director’s declaration;

•

notice of any proposed change of name; and

•

notice of the proposed address of the registered office provider or agent for service of process in the new jurisdiction.

Swiss Law

In order for BeiGene (Cayman) to prove that it has transferred its business activities to Switzerland, it will be required to file with the Swiss Commercial Register a declaration of the Board of Directors stating that the center of business activities of BeiGene (Cayman) is transferred to Switzerland. In addition, the following documents will need to be filed with the Swiss Commercial Register:

•

a legalized certificate of existence of BeiGene (Cayman) under Cayman law;

•

a legalized copy of BeiGene (Cayman)’s existing charter documents;

•

a legalized opinion of legal counsel on the ability of BeiGene (Cayman) to continue to Switzerland under the Cayman law;

•

a legalized opinion of legal counsel on the ability of BeiGene (Cayman) to adopt the legal form of a corporation under Swiss law;

•

the declaration of the Board of Directors as to the transfer of business activities;

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•

an auditor’s report that BeiGene (Cayman)’s share capital is unimpaired according to Swiss law; and

•

a copy of the new Proposed Swiss Articles.

Effects of the Continuation

We also considered the effects of the Continuation on our shareholders. The Listed Shares will continue to trade on Nasdaq, the HKEx and the STAR Market under the symbols “BGNE,” “06160” and “688235,” respectively. We will remain subject to U.S. Securities and Exchange Commission reporting requirements, the corporate governance rules of Nasdaq, the listing rules of the HKEx and the listing rules of the STAR Market. Finally, we will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles when preparing consolidated financial statements and preparing periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will continue to report our financial results in RMB and under the China Accounting Standards for Business Enterprises — Basic Standard and other applicable PRC accounting rules, guidance and interpretations when preparing consolidated financial statements and preparing periodic reports in accordance with the rules of the STAR Market.

Applicable Law. As of the effective date of the Continuation, our legal jurisdiction of incorporation will be Switzerland, and the continuing corporation will no longer be subject to Cayman law. All matters of corporate law will be determined under Swiss law.

Assets, Liabilities, Obligations, Etc. Under Swiss law, as of the effective date of the Continuation, all of our assets, property, rights, liabilities and obligations immediately prior to the Continuation will continue to be our assets, property, rights, liabilities and obligations. Cayman law will cease to apply to us on the date shown on the certificate of de-registration to be issued by the Cayman Registrar.

Capital Stock. Once the Continuation is completed, holders of our Ordinary Shares will continue to own one Registered Share for each Ordinary Share held before the Continuation. The existing certificates representing BeiGene (Cayman)’s Ordinary Shares will not be canceled and will continue to be valid certificates representing BeiGene (Switzerland)’s Registered Shares. You may contact us by email at [•] and we will provide you with information on how to convert your existing certificates into book-entry form. Generally, except as required under applicable law to exchange your existing certificates for new certificates, we will convert your existing certificates into book-entry form. Irrespective of this, you will continue to be a shareholder of the Company entitled to dividends, preemptive rights and liquidation proceeds and, if you are a holder of record or a beneficial holder of shares held in “street name”, you will continue to be able to exercise your voting rights, prove your ownership interest in the Company, transfer your shares or exercise other shareholder rights. Beneficial holders of shares held in “street name” will not be required to take any action. Holders of options to purchase BeiGene (Cayman)’s Ordinary Shares on the effective date of the Continuation will continue to hold options to purchase the same number of Registered Shares of BeiGene (Switzerland) at the same exercise price.

Dividends. Under Swiss law all dividends, including distributions in the form of a repayment of capital contribution reserves and through a reduction in par value, must be approved in advance by our shareholders, though the determination of the record and payment dates may be delegated to our Board of Directors.

Business and Operations. The Continuation, if approved, will effect a change in the legal jurisdiction of incorporation as of the effective date thereof, but our business and operations will remain the same. We intend to continue our presence in each of our current countries of operations. Furthermore, the Continuation will not impact the operations of our Company and subsidiaries in any material way.

Officers and Directors. The directors and executive offices of BeiGene (Cayman) immediately prior to the Continuation will remain the directors and executive officers of BeiGene (Switzerland) after the Continuation.

Accounting Treatment of the Continuation

Under US GAAP, the Continuation will not impact the historical carrying values of any of our assets, liabilities or equity in our consolidated financial statements as filed with the SEC.

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Material Tax Considerations

Scope of Discussions

Switzerland

The information presented under the caption “Swiss Taxation” is a discussion of the material Swiss tax consequences of the acquisition, ownership, and disposition of shares.

This discussion is based on the laws of the Confederation of Switzerland, including the Direct Federal Tax Act of 1990, the Federal Harmonization of Cantonal and Communal Direct Taxes Act of 1990, The Federal Withholding Tax Act of 1965, the Federal Stamp Tax Act of 1973, as amended (the “Swiss tax law”), existing and proposed regulations promulgated thereunder, published judicial decisions and administrative pronouncements, each as in effect on the date of this proxy statement/prospectus or with a known future effective date. These laws may change, possibly with retroactive effect.

This discussion does not generally address any aspects of Swiss taxation other than federal, cantonal and communal income taxation, Swiss withholding taxation, and Swiss stamp duties. This discussion is not a complete analysis or listing of all of the possible tax consequences of the Continuation or of holding and disposing of shares and does not address all tax considerations that may be relevant to you. Special rules that are not discussed in the general descriptions below may also apply to you.

For purposes of this discussion, a “Swiss holder” is any beneficial owner of shares that for Swiss direct tax purposes is:

•

an individual resident of Switzerland or otherwise subject to Swiss taxation under article 3, 4 or 5 of the Direct Federal Tax Act of 1990, as amended, or article 3 or 4 of the Federal Harmonization of Cantonal and Communal Direct Taxes Act of 1990, as amended; or

•

a corporation or other entity taxable as a corporation organized under the laws of the Switzerland or otherwise subject to Swiss taxation under article 50 or 51 of the Direct Federal Tax Act of 1990, as amended, or article 20 or 21 of the Federal Harmonization of Cantonal and Communal Direct Taxes Act of 1990, as amended.

A “non-Swiss holder” of shares is a holder that is not a Swiss holder. For purposes of this summary, “holder” or “shareholder” means either a Swiss holder or a non-Swiss holder or both, as the context may require.

United States

The information presented under the caption “United States Taxation” below is a discussion of the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares by a U.S. Holder (as defined below). These discussions are not a complete analysis or listing of all of the possible tax consequences of these transactions and do not address all tax considerations that may be relevant to you. Special rules that are not discussed in the general descriptions below may also apply to you. In particular, the description of U.S. federal income tax consequences deals only with U.S. Holders that will hold shares as capital assets within the meaning of Section 1221 of the Code. In addition, this description of U.S. federal income tax consequences does not address the tax treatment of investors subject to special tax rules, such as banks and other financial institutions, tax-exempt entities (including private foundations), insurance companies, mutual funds, pension plans, persons holding shares as part of a “straddle,” “hedge,” “integrated transaction,” or “conversion transaction,” persons holding shares through partnerships or other pass-through entities, S corporations, U.S. expatriates, persons liable for alternative minimum tax, broker-dealers or traders in securities or currencies, holders whose “functional currency” is not the U.S. dollar, regulated investment companies, real estate investment trusts, traders in securities who have elected the mark-to-market method of accounting for their securities and persons other than U.S. Holders (as defined below).

These discussions are based, as applicable, on the laws of the United States (including the Code, final, proposed and temporary Treasury Regulations promulgated thereunder, tax treaties to which the United

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States is a party and judicial and administrative interpretations of each of the foregoing) in effect on the date of this proxy statement/prospectus, any of which may change, possibly with retroactive effect. There can be no assurance that the IRS will not disagree with or will not challenge any of the conclusions reached and described herein.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of shares that is:

•

an individual citizen or resident of the United States,

•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof including the District of Columbia,

•

an estate or trust, the income of which is subject to United States federal income taxation regardless of its source, or

•

a trust if (A) a U.S. court can exercise primary supervision over the administration of such trust and one or more “U.S. persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (B) it has a valid election in place to be treated as a U.S. person for U.S. federal income tax purposes.

This discussion does not generally address any aspects of United States taxation other than federal income taxation.

Mainland China

The information presented under the caption “mainland China Taxation” below is a discussion of the material enterprise income tax (“EIT”) and individual income tax (“IIT”) consequences of the acquisition, ownership, and disposition of shares. This discussion is based on the laws of the People’s Republic of China and enforced in the mainland China, including the Enterprise Income Tax Law, the Individual Income Tax Law, as amended (the “PRC tax law”), as well as the PRC-Swiss Treaty, existing and proposed regulations promulgated thereunder, published judicial decisions and administrative pronouncements, each as in effect on the date of this proxy statement/prospectus or with a known future effective date. These laws may change, possibly with retroactive effect. There can be no assurance that the PRC tax authorities will not disagree with or will not challenge any of the conclusions reached and described herein.

This discussion does not generally address any aspects of mainland China taxation other than EIT and IIT. This discussion is not a complete analysis or listing of all of the possible tax consequences of the Continuation or of holding and disposing of shares and does not address all tax considerations that may be relevant to you. Special rules that are not discussed in the general descriptions below may also apply to you. In addition, this description of mainland China EIT and IIT consequences does not address the tax treatment of investors subject to special tax rules.

For purposes of this discussion, a “China Holder” is any beneficial owner of shares that for EIT and IIT purposes is:

•

an individual resident of mainland China or otherwise subject to mainland China taxation under the Individual Income Tax Law, as amended; or

•

a corporation or other entity taxable as a corporation or otherwise subject to mainland China taxation under the Enterprise Income Tax Law, as amended.

A “non-China Holder” of shares is a holder that is not a China Holder. For purposes of this summary, “holder” or “shareholder” means either a China Holder or a non-China Holder or both, as the context may require.

Hong Kong

The information presented under the caption “Hong Kong Taxation” below is a summary of the material Hong Kong tax consequences relevant to shareholders in connection with the Continuation. The comments are not intended to be a complete discussion of all of the possible tax consequences of the transactions mentioned in this document, and do not address all tax considerations that may be relevant to

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you. Special rules that are not discussed in the comments below may also apply to you, in particular if you are a shareholder carrying on a trade, profession or business in Hong Kong.

This discussion does not address any aspects of the taxation of the transactions or of the acquisition, ownership or disposition of shares in any jurisdiction other than Switzerland, the United States, mainland China and Hong Kong.

THIS DISCUSSION OF THE TAX CONSIDERATIONS OF THE CONTINUATION IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, TAX ADVICE. DETERMINING THE ACTUAL TAX CONSEQUENCES OF THE CONTINUATION TO YOU MAY BE COMPLEX AND WILL DEPEND ON YOUR SPECIFIC SITUATION AND ON FACTORS THAT ARE NOT WITHIN BEIGENE’S KNOWLEDGE OR CONTROL. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS REGARDING THE APPLICABLE TAX CONSEQUENCES TO YOU OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE SHARES UNDER THE TAX LAWS OF THE UNITED STATES (FEDERAL, STATE AND LOCAL), SWITZERLAND OR ANY OTHER APPLICABLE FOREIGN JURISDICTION.

Material Tax Considerations with Respect to the Continuation

Swiss Taxation

Under Swiss law, the transfer of the incorporation of BeiGene (Cayman) from the Cayman Islands to Switzerland results from a change of domicile under Article 206 of the Cayman Companies Act in which a Cayman Islands company is permitted to transfer its domicile if the transfer is permitted by and has been approved in accordance with the Articles, and Article 161 of the Swiss Federal Code on Private International Law in which a non-Swiss company may, without liquidation and reincorporation, submit itself to Swiss law if the governing non-Swiss law provides the same possibility to Swiss companies (“reciprocal rules”). As a result of the Continuation, BeiGene (Cayman) will continue its incorporation as a Swiss incorporated entity, BeiGene (Switzerland).

Upon the effective date of the Continuation, BeiGene (Switzerland) will be incorporated and resident in Switzerland and will no longer be incorporated in the Cayman Islands. Under Swiss tax law, the change in our company’s residence from the Cayman Islands to Switzerland will cause our company’s tax liability under Cayman Islands law to end immediately before the Continuation, and a Swiss tax liability to begin at the time of the Continuation in Switzerland. Furthermore, our company will be treated as carrying over the basis in its assets and liabilities immediately before the Continuation. No Swiss corporate income taxes will be due as a result of the Continuation.

Cayman Islands Taxation

The Continuation will not result in any income tax consequences under Cayman Islands law to BeiGene (Cayman), BeiGene (Switzerland) or its shareholders.

United States Taxation

For U.S. tax purposes, U.S. Holders will be treated as exchanging old shares of BeiGene (Cayman) for new shares of BeiGene (Switzerland). It is intended that U.S. Holders will not have to recognize gain or loss as a result of this deemed exchange because the exchange will qualify as either a tax-free exchange under section 1036 of the Code or a “recapitalization” under section 368(a)(1)(E) of the Code (an “E Reorganization”). Under the Code and Treasury Regulations there should generally not be any reporting requirements for U.S. Holders of BeiGene (Cayman) under either characterization, subject to the discussion in — Reporting Requirements below.

The Continuation of BeiGene (Cayman) from the Cayman Islands to Switzerland results from a change of domicile under the corporate laws of both countries. This change of domicile of BeiGene (Cayman) to Switzerland is intended to qualify as a “reorganization” under Section 368(a)(1)(F) of the Code (an “F Reorganization”), subject to the assumptions, qualifications and limitations described herein.

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If the Continuation is respected as an F Reorganization, we should not recognize gain or loss for U.S. income tax purposes as a result of the Continuation.

Consequences of F Reorganization to U.S. Holders. Under the Code and Treasury Regulations, the tax consequences of the Continuation may depend on whether BeiGene (Cayman) is treated as a PFIC (as discussed below) for U.S. federal income tax purposes. If BeiGene (Cayman) is not treated as a PFIC, U.S. Holders who hold shares of BeiGene (Switzerland) immediately after the Continuation should generally recognize no gain or loss upon the deemed exchange of BeiGene (Cayman) shares solely for shares of BeiGene (Switzerland). U.S. Holders with a loss on their BeiGene (Cayman) shares will, however, be able to carry over their basis to their BeiGene (Switzerland) shares, thus preserving the loss. The basis of BeiGene (Switzerland) shares received in exchange for BeiGene (Cayman) shares will be equal to the basis of BeiGene (Cayman) shares exchanged. The holding period of BeiGene (Switzerland) shares will include the period those shareholders held their BeiGene (Cayman) shares.

Passive Foreign Investment Company Considerations. In general, shareholders of a passive foreign investment company (a “PFIC”), are potentially subject to tax liability upon any disposition of their shares. Generally, a non-U.S. corporation is a PFIC for any taxable year in which (i) at least 75% of such corporation’s gross income (including its pro rata share of the gross income of certain subsidiary corporations) is passive income (the “75% income test”) or (ii) at least 50% of such corporation’s assets are held for the production of or produce passive income (the “50% asset test”). Passive income generally includes dividends, interest, rents, royalties and capital gains.

Based upon the composition of our income and assets, we believe that BeiGene (Cayman) was not a PFIC for the taxable year ended December 31, 2023. Nevertheless, because our PFIC status must be determined annually with respect to each taxable year and will depend on the composition and character of our assets and income, including our use of proceeds from any equity offerings, and the value of our assets (which may be determined, in part, by reference to the market value of our ADSs and ordinary shares, which may be volatile) over the course of such taxable year, BeiGene (Cayman) may be a PFIC in any taxable year. The determination of whether BeiGene (Cayman) will be or become a PFIC may also depend, in part, on how, and how quickly, we use our liquid assets and the cash raised in equity offerings. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. In addition, it is possible that the Internal Revenue Service may challenge our classification of certain income and assets as non-passive, which may result in our being or becoming a PFIC in the current or subsequent years.

If BeiGene (Cayman) were a PFIC and the Continuation qualifies as an F Reorganization, under proposed Treasury Regulations (if finalized in their current form), the Continuation would not result in a taxable disposition of shares by a shareholder. However, if BeiGene (Cayman) were a PFIC and the Continuation did not qualify as an F Reorganization (including if the Continuation qualified as another type of nonrecognition transaction), the Continuation may be treated as a taxable disposition of stock. Since these proposed Regulations are not effective until finalized, the treatment of PFIC stock in some cases is unclear and shareholders should consult their tax advisor as to the effects of the PFIC rules.

Reporting Requirements. The Code and Treasury Regulations prescribe reporting requirements that may be applicable to shareholders of BeiGene (Cayman). For example, under Code Section 6038B, a U.S. Holder may be required to report the Continuation transaction on IRS Form 926 which must be filed with that shareholder’s federal income tax return for the taxable year of the transaction. A U.S. Holder that is required to file IRS Form 926 may be subject to penalties if that shareholder fails to do so. If the Continuation qualifies as an F Reorganization as described above, certain U.S. Holders may have additional reporting obligations. For instance, each U.S. Holder that holds at least 5% (by vote or value) of the outstanding stock of BeiGene (Cayman) or securities of BeiGene (Cayman) with a tax basis of at least $1 million will be required to file a statement with such holder’s U.S. federal income tax return in accordance with Treasury Regulation Section 1.368-3(b). Additionally, certain U.S. Holders may be required to report information relating to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938, subject to certain exceptions. The foregoing does not constitute a complete list of the reporting requirements

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potentially applicable to some or all U.S. Holders and shareholders should consult their tax advisor as to what (if any) reporting requirements pertain to them.

Mainland China Taxation

For mainland China tax purposes, the Continuation should not trigger an indirect transfer of Company’s subsidiaries in mainland China, because neither the shareholders’ equity interest in BeiGene (Cayman) nor BeiGene (Cayman)’s indirect shareholding in its mainland China subsidiaries changes as a result of the Continuation. Even if the Continuation is treated as an exchange of old shares of BeiGene (Cayman) for new shares of BeiGene (Switzerland) (and hence a transfer of shares in the Company) or as a transfer of shares in the underlying subsidiaries by the Company, given that a) BeiGene (Cayman) is a listed company, b) the Continuation is not for the purpose of avoiding taxes in mainland China and c) the Continuation cannot be replaced by a direct transfer of BeiGene (Cayman)’s subsidiaries in mainland China, the Continuation should not be regarded as lacking reasonable commercial purpose and thus should not be recharacterized as a direct transfer of BeiGene (Cayman)’s subsidiaries in China under the PRC indirect transfer tax rules (Bulletin [2015] No. 7 (“Bulletin 7”)). Thus, the Continuation should not trigger material taxes to shareholders in mainland China. There should generally not be any mandatory reporting requirements in mainland China for shareholders or BeiGene (Cayman) with respect to the Continuation.

As the Continuation will not interrupt the corporate existence of the Company or the existence and listing of issued, outstanding Shares, and the China Holders and non-China Holders of BeiGene (Switzerland) do not obtain any additional Share or economic benefits as a result of Continuation, the China Holders and non-China Holders should not be required to recognize any gain or loss as a result of the Continuation for mainland China tax purposes. No stamp duty implications in mainland China as a result of the Continuation as well.

Hong Kong Taxation

The Continuation should not result in any tax or stamp duty consequences under Hong Kong law to BeiGene (Cayman), BeiGene (Switzerland) or its shareholders.

Taxation of BeiGene and its Subsidiaries Subsequent to the Continuation

Swiss Taxation

Corporate Income Tax. As a Swiss resident company, BeiGene (Switzerland) will be subject to corporate income tax at federal, cantonal and communal levels on its worldwide income. However, qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are effectively exempt from federal, cantonal and communal corporate income tax. Consequently, BeiGene (Switzerland) expects dividends from its subsidiaries and capital gains from sales of investments in its subsidiaries to be exempt from Swiss corporate income tax under Swiss participation relief rules.

As a member state of the Organization of Economic Cooperation and Development (“OECD”), Switzerland has committed to implement the global minimum taxation (Pillar 2), aiming at introducing a global minimum corporate tax rate of 15% on financial statement income of multinational enterprises with a consolidated turnover of EUR 750 million or more. As a result of these efforts, Switzerland has introduced a 15% qualified domestic minimum top-up tax (“QDMTT”) with effective date as of 1 January 2024. The QDMTT will be assessed on certain qualifying profits (excluding qualifying dividends and capital gains on investments) earned by companies domiciled in Switzerland in an amount necessary to have such companies pay tax of at least 15% on such qualifying profits. BeiGene (Switzerland) does not currently expect to be subject to the QDMTT in the foreseeable future. It is currently expected that Switzerland will implement further changes to its tax laws under the Pillar 2 efforts of the OECD (including the potential implementation of the Qualified Income Inclusion Rule and Undertaxed Payment Rule).

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Stamp Duty — Swiss Issuance Stamp Tax. Swiss issuance stamp tax is a federal tax levied on the issuance of shares and increases in or contributions to the equity of Swiss corporations. The applicable tax rate is 1% of the contribution value of the assets contributed to equity. Exemptions are available in tax neutral restructuring transactions. As a result, any future issuance of shares by BeiGene (Switzerland) or any other increase in its equity may be subject to the issuance stamp tax unless the equity is increased in the context of a merger or other qualifying restructuring transaction.

Stamp Duty — Securities Transfer Stamp Tax. The transfer of taxable Swiss and foreign securities (e.g., shares) in which a Swiss bank or other Swiss securities dealers (as defined in the Swiss Federal Stamp Tax Act) participate as contracting parties or as intermediaries is typically subject to Swiss transfer tax at the rate of 0.15% (for securities issued by a resident of Switzerland) and 0.3% (for securities issued by a resident of a foreign country). However, the transfer of taxable securities within qualifying restructuring transactions is exempt from transfer stamp tax.

United States Taxation

A non-U.S. corporation that is engaged in the conduct of a U.S. trade or business will be subject to U.S. tax as described below, unless entitled to the benefits of an applicable tax treaty. Whether a non-U.S. corporation is conducting a U.S. trade or business is an inherently factual determination. Because the Code, Treasury Regulations and judicial and administrative guidance do not completely and definitively define the types of and the extent to which various activities give rise to a U.S. trade or business, we cannot be certain that the IRS will not contend successfully that BeiGene (Switzerland) and/or its non-U.S. subsidiaries are or will be engaged in a U.S. trade or business. A non-U.S. corporation engaged in a U.S. trade or business is subject to U.S. federal income tax at the regular corporate rates, as well as the branch profits tax, on its income which is treated as effectively connected with the conduct of such trade or business, unless the corporation is entitled to relief under an applicable tax treaty (as discussed below). Such income tax, if imposed, would be based on effectively connected income and computed in a manner generally analogous to that applied to the income of a U.S. corporation, except that a non-U.S. corporation is generally entitled to deductions and credits only if it timely files a U.S. federal income tax return. BeiGene (Switzerland) and certain of its non-U.S. subsidiaries may file protective U.S. federal income tax returns on a timely basis in order to preserve the right to claim income tax deductions and credits if it is ever determined that any of them are subject to U.S. federal income tax. Currently, any income effectively connected to a U.S. trade or business earned by a non-U.S. corporation is subject to the regular U.S. corporate income tax rate of 21%. The additional “branch profits” tax is imposed on a non-U.S. corporation’s effectively connected earnings and profits (i.e., generally effectively connected income less federal income taxes) at a 30% rate, although this rate may be reduced by treaty.

If BeiGene (Switzerland) or any of its subsidiaries organized under the laws of Switzerland, which, collectively with BeiGene (Switzerland) (the “Swiss Entities”) are entitled to the benefits under US-Swiss Treaty, each such Swiss Entity would not be subject to U.S. income tax on any income found to be effectively connected with a U.S. trade or business unless that trade or business is conducted through a permanent establishment in the United States. Each Swiss Entity intends to conduct its activities so that it does not have a permanent establishment in the United States, although we cannot be certain that we will achieve this result. An enterprise resident in Switzerland generally will be entitled to the benefits of the US-Swiss Treaty if it is a company whose principal class of shares is primarily and regularly traded on a recognized stock exchange, or the ultimate beneficial owner of a predominant interest in such company is a company whose principal class of shares is primarily and regularly traded on a recognized stock exchange. We expect, although cannot guarantee, that the Swiss Entities will qualify for the benefits of the US-Swiss Treaty.

In addition to the Swiss Entities, we conduct operations throughout the world outside the United States, including China and the U.K. We intend to conduct substantially all of our non-U.S. operations outside the United States and to limit the U.S. contacts of BeiGene (Switzerland) and its non-U.S. subsidiaries so that they should not be deemed to be engaged in a U.S. trade or business.

Some of our non-U.S. subsidiaries may be entitled to the benefits of a tax treaty with the United States and the country where those subsidiaries are organized. In those cases, the non-U.S. subsidiaries may have additional protections against U.S. taxation.

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Non-U.S. corporations not engaged in a trade or business in the United States are nonetheless subject to U.S. income tax imposed by withholding on the gross amount of certain “fixed or determinable annual or periodic gains, profits and income” or “FDAP” derived from sources within the United States (such as dividends and certain interest on investments), subject to certain exemptions or reduction by applicable treaties. Currently, U.S. source FDAP paid to a non-U.S. person is subject to a 30% withholding tax or lower treaty rate (if applicable).

BeiGene (Switzerland)’s U.S. subsidiaries will be subject to taxation in the United States at regular corporate rates. In addition, dividends paid by BeiGene (Switzerland)’s U.S. subsidiaries to BeiGene (Switzerland) would be subject to a maximum 5% withholding tax under the U.S.-Swiss Treaty.

Mainland China Taxation

BeiGene (Switzerland)’s subsidiaries in mainland China will be subject to taxation in mainland China at regular corporate rates.

Hong Kong Taxation

In accordance with the Hong Kong tax law, any profits that a subsidiary of BeiGene (Switzerland) derives from Hong Kong after the Continuation should continue to be taxed in the same manner as prior to the Continuation.

Taxation of Shareholders Subsequent to the Continuation

Swiss Taxation

Swiss Income Tax on Dividends and Similar Distributions.

Swiss Holders: An individual who is a Swiss resident who receives dividends and similar distributions (including stock dividends and liquidation proceeds in excess of the par value and respectively in excess of the qualifying Paid-in-Capital if certain conditions are met of the shares) from us is required to include such amounts in his/her personal income tax return for federal, cantonal and communal income tax purposes and owes income tax on any taxable income, including these amounts. In the case of Swiss-resident entities, the profit from the shares is included in their income statement to which the corporate income tax applies. Companies and cooperatives or Swiss permanent establishments of non-Swiss companies or cooperatives may, under certain circumstances as outlined above under “Taxation of BeiGene and its Subsidiaries Subsequent to the Continuation,” benefit from a participation relief.

Non-Swiss Holders: A non-Swiss holder will not be subject to Swiss income taxes on dividend income and similar distributions in respect of BeiGene (Switzerland) shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder. However, dividends and similar distributions are subject to Swiss withholding tax. See “— Swiss Withholding Tax — Distributions to Shareholders” below.

Swiss Wealth Tax.

Swiss Holders: The holding of shares by a Swiss resident individual is usually subject to cantonal and communal wealth tax provided that the applicable tax-free allowances are exceeded. No wealth tax is due on federal level.

Non-Swiss Holders: A non-Swiss holder will not be subject to Swiss wealth taxes unless the holder’s BeiGene (Switzerland) shares are attributable to a permanent establishment, or a fixed place of business maintained in Switzerland by such non-Swiss holder.

Swiss Capital Gains Tax upon Disposal of BeiGene (Switzerland) Shares.

Swiss Holders: A Swiss resident individual who holds shares as part of his private assets will generally not be subject to any Swiss federal, cantonal or communal income taxation on gains realized

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upon the sale or other disposal of shares. Swiss-resident corporate entities and individuals who hold our shares as part of business assets are required to recognize capital gains or losses on the sale of shares in their income statement and are subject to Swiss corporate income taxation on any net taxable income for such taxation period. This also applies to individuals who, for income tax purposes, are considered to engage in securities trading professionally.

Non-Swiss Holders: A non-Swiss holder will not be subject to Swiss income taxes for capital gains unless the holder’s shares are attributable to a permanent establishment, or a fixed place of business maintained in Switzerland by such non-Swiss holder. In such case, the non-Swiss holder is required to recognize capital gains or losses on the sale of such shares, which will be subject to cantonal, communal, and federal income tax.

Swiss Withholding Tax — Distributions to Shareholders. A Swiss withholding tax of 35% is due on dividends and similar distributions to BeiGene (Switzerland) shareholders from BeiGene (Switzerland) out of available earnings or other non-qualifying reserves for withholding tax purposes, regardless of the place of residency of the shareholder (subject to the exceptions discussed under “— Exemption from Swiss Withholding Tax — Distributions to Shareholders” below). BeiGene (Switzerland) will be required to withhold at such rate and remit on a net basis any payments made to a holder of BeiGene (Switzerland) shares and pay such withheld amounts to the Swiss Federal Tax Administration. Please see “— Refund of Swiss Withholding Tax on Dividends and Other Distributions” below.

Exemption from Swiss Withholding Tax — Distributions to Shareholders. Distributions to shareholders in relation to a reduction of par value and distributions to shareholders out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration are exempt from the Swiss withholding tax. BeiGene (Switzerland) expects to pay distributions out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration for the foreseeable future, and as a result, any such distributions to shareholders will be exempt from the Swiss withholding tax. Upon completion of the Continuation, we expect BeiGene (Switzerland) to have qualifying capital contribution reserves in the amount of US$[•].

Repurchases of Shares. Repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to the 35% Swiss withholding tax. However, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the par value and to the qualifying contribution reserves recognized by the Swiss Federal Tax Administration of the shares repurchased will not be subject to the Swiss withholding tax. BeiGene (Switzerland) would be required to withhold at such rate the tax from the difference between the repurchase price and the related amount of par value and qualifying contribution reserves. BeiGene (Switzerland) would be required to remit on a net basis the purchase price with the Swiss withholding tax deducted to a holder of BeiGene (Switzerland) shares and pay the withholding tax to the Swiss Federal Tax Administration.

With respect to the refund of Swiss withholding tax from the repurchase of shares, see “Proposal No. 1: Approval of the Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Refund of Swiss Withholding Tax on Dividends and Other Distributions” below.

The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in connection with equity incentive plans, convertible debt or other instruments within certain periods, will generally not be subject to Swiss withholding tax.

Refund of Swiss Withholding Tax on Dividends and Other Distributions.

Swiss Holders: A Swiss tax resident, corporate or individual, can recover the withholding tax in full if such resident is the beneficial owner of BeiGene (Switzerland) shares at the time the dividend or other distribution becomes due and provided that such resident reports the gross distribution received on such resident’s income tax return, or in the case of an entity, includes the taxable income in such resident’s income statement, in accordance with statutory law requirements.

Non-Swiss Holders: If the shareholder that receives a distribution from BeiGene (Switzerland) is not a Swiss tax resident, does not hold BeiGene (Switzerland) shares in connection with a permanent establishment or a fixed place of business maintained in Switzerland, and resides in a country that has

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concluded a treaty for the avoidance of double taxation with Switzerland for which the conditions for the application and protection of and by the treaty are met, then the shareholder may be entitled to a full or partial refund of the withholding tax described above. You should note that the procedures for claiming treaty refunds (and the time frame required for obtaining a refund) may differ from country to country.

Switzerland has entered into bilateral treaties for the avoidance of double taxation with respect to income taxes with currently over 100 jurisdictions, including the United States, whereby under certain circumstances all or part of the withholding tax may be refunded or credited against tax paid in the country of residence.

Obtaining a Refund of Swiss Withholding Tax for U.S. Holders

The Swiss-U.S. tax treaty provides that U.S. residents eligible for benefits under the treaty can seek a refund of the Swiss withholding tax on dividends for the portion exceeding 15% (leading to a refund of 20%) or a 100% refund in the case of qualified pension funds. Please refer to the discussion under “— United States Taxation” for applicability of U.S. foreign tax credits for any net withholding taxes paid.

As a general rule, the refund will be granted under the treaty if the U.S. resident can show evidence of:

•

beneficial ownership,

•

U.S. residency, and

•

meeting the U.S.-Swiss tax treaty’s limitation on benefits requirements.

The claim for refund must be filed with the Swiss Federal Tax Administration (Eigerstrasse 65, 3003 Berne, Switzerland), not later than December 31 of the third year following upon the calendar year in which the dividend payments became due. The relevant Swiss tax form is Form 82C for companies, 82E for other entities and 82I for individuals. These forms can be obtained from any Swiss Consulate General in the United States or from the Swiss Federal Tax Administration at the address mentioned above or online. Each form needs to be filled out in triplicate, with each copy duly completed and signed before a notary public in the United States. You must also include evidence that the withholding tax was withheld at the source.

Subject to applicable laws and regulations, this may also apply to other shareholders that are entitled to a dividend withholding tax rate lower than the Swiss withholding tax rate under the tax treaties between the shareholders’ own tax residency jurisdictions and Switzerland.

Swiss Transfer Stamp Tax in Relation to the Transfer of BeiGene (Switzerland) Shares

The purchase or sale of BeiGene (Switzerland) shares may be subject to Swiss federal stamp taxes on the transfer of securities irrespective of the place of residency of the purchaser or seller if the transaction takes place through or with a Swiss bank or other Swiss securities dealer, as those terms are defined in the Federal Stamp Tax Act of 1973 and no exemption applies in the specific case. If a purchase or sale is not entered into through or with a Swiss bank or other Swiss securities dealer, then no stamp tax will be due. The applicable stamp tax rate is 0.075% for each of the two parties to a transaction and is calculated based on the purchase price or sale proceeds. If the transaction does not involve cash consideration, the transfer stamp duty is computed on the basis of the market value of the consideration. The Swiss banks and securities dealers are responsible for levying such securities transfer tax.

United States Taxation

Taxation of Distributions in the Form of a Repayment of Par Value, Repayment of Qualifying Paid in Capital or Dividend. Subject to the discussions below relating to the potential application of the controlled foreign corporation (“CFC”) and PFIC rules, the gross amount of a distribution paid with respect to BeiGene (Switzerland) Listed Shares, including the full amount of any Swiss Withholding Tax thereon, will be a dividend for U.S. federal income tax purposes to the extent of current or accumulated earnings and profits (as determined for United States federal income tax purposes). With respect to non-corporate U.S. Holders, certain dividends from a qualified foreign corporation will be subject to reduced rates of taxation. As a Swiss corporation, BeiGene (Switzerland) will be treated as a qualified foreign corporation and such

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dividends will constitute qualified dividend income taxed as net capital gain, so long as BeiGene (Switzerland) is not treated as a PFIC. This reduced rate will not be available in all situations, and U.S. Holders should consult their own tax advisors regarding the application of the relevant rules to their particular circumstances.

To the extent that a distribution exceeds BeiGene (Switzerland)’s current or accumulated earnings and profits (as determined for U.S. tax purposes), it will be treated as a nontaxable return of capital to the extent of the taxpayer’s basis in the stock, and thereafter as capital gain. While dividends paid by BeiGene (Switzerland) generally will be treated as foreign source income, in certain situations a portion of the dividends may be treated as U.S. source income. BeiGene (Switzerland) dividends will not be eligible for the dividends received deduction allowed to corporate shareholders under the Code.

Classification of BeiGene (Switzerland) or its Non-U.S. Subsidiaries as Controlled Foreign Corporation. Each 10% U.S. Shareholder (as defined below) of a non-U.S. corporation that is a CFC and who owns shares in the CFC, directly or indirectly through certain entities, on the last day of the CFC’s taxable year, must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC’s “subpart F income,” even if the subpart F income is not distributed. A “10% U.S. Shareholder” is a U.S. Person who owns (directly, indirectly through non-U.S. entities or constructively) at least 10% of the total combined voting power of all classes of stock entitled to vote of the non-U.S. corporation. A non-U.S. corporation is considered a CFC if 10% U.S. Shareholders own (directly, indirectly through certain entities or by attribution by application of the constructive ownership rules of section 958(b) of the Code (“constructively”)) more than 50% of the total combined voting power of all classes of voting stock of such non-U.S. corporation, or more than 50% of the total value of all stock of such corporation on any day during the taxable year of such corporation. We may presently be or become a CFC or own interests in one in the future. Holders are urged to consult their own tax advisors with respect to our potential CFC status and the consequences thereof.

Recharacterization under Section 1248. Subject to the discussions below relating to the potential application of Code section 1248 and the PFIC rules, holders of Listed Shares generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange or other disposition of Listed Shares in the same manner as on the sale, exchange or other disposition of any other shares held as capital assets. If the holding period for these Listed Shares exceeds one year, any gain will be subject to tax at a current rate of 21% for corporations and a current maximum marginal tax rate of 20% for individuals. Moreover, any gain generally will be U.S. source gain and generally will constitute “passive income” for foreign tax credit limitation purposes.

Code section 1248 provides that if a U.S. Person sells or exchanges stock in a CFC and such person owned, directly, indirectly through certain entities or constructively, 10% or more of the voting power of the corporation at any time during the five-year period ending on the date of disposition, any gain from the sale or exchange of the shares will be treated as a dividend to the extent of the CFC’s earnings and profits (determined under U.S. federal income tax principles) during the period that the shareholder held the shares and while the corporation was a CFC (with certain adjustments). We believe that there may be U.S. Holders of BeiGene (Switzerland) that should be treated as owning (directly, indirectly through certain entities or constructively) 10% of more of the total voting power of BeiGene (Switzerland) and to which Code section 1248 may apply. A 10% U.S. Shareholder may in certain circumstances be required to report a disposition of shares of a CFC by attaching IRS Form 5471 to the U.S. federal income tax or information return that it would normally file for the taxable year in which the disposition occurs. In the event this is determined necessary, BeiGene (Switzerland) will endeavor to provide a completed IRS Form 5471 or the relevant information necessary to complete the Form.

Passive Foreign Investment Companies. In general, a non-U.S. corporation will be a PFIC during a given year if it qualifies as a PFIC under the 75% income test or the 50% asset test (in both cases, as defined above).

If BeiGene (Switzerland) were characterized as a PFIC during a given year, each U.S. Holder holding Listed Shares would be subject to a penalty tax at the time of the sale at a gain of, or receipt of an “excess distribution” with respect to, their Listed Shares, unless such person is a 10% U.S. shareholder (if BeiGene (Switzerland) were also a CFC) or made a “qualified electing fund election” or “mark-to-market” election. It is uncertain that BeiGene (Switzerland) would be able to provide its shareholders with the information necessary for a U.S. Person to make these elections. In addition, if BeiGene (Switzerland) were considered a

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PFIC, upon the death of any U.S. individual owning Listed Shares, such individual’s heirs or estate generally would not be entitled to a “step-up” in the basis of the Listed Shares that might otherwise be available under U.S. federal income tax laws. In general, a shareholder would receive an “excess distribution” if the total amount of the distributions received on the Listed Shares over the taxable year is more than 125% of the average distribution with respect to the Listed Shares during the three preceding taxable years (or shorter period during which the taxpayer held Listed Shares). In general, the penalty tax is equivalent to an interest charge on taxes that are deemed due during the period the shareholder owned the Listed Shares, computed by assuming that the excess distribution or gain (in the case of a sale) with respect to the Listed Shares was taken in equal portion at the highest applicable tax rate on ordinary income throughout the shareholder’s period of ownership. The interest charge is equal to the applicable rate imposed on underpayments of U.S. federal income tax for such period. In addition, a distribution paid by BeiGene (Switzerland) to U.S. Holders that is characterized as a dividend and is not characterized as an excess distribution would not be eligible for reduced rates of tax as qualified dividend income.

Foreign Tax Credit. Subject to complex limitations, Swiss Withholding Tax should be treated for U.S. tax purposes as a foreign tax that may be claimed as a foreign tax credit against the U.S. federal income tax liability of a U.S. Holder. Dividends distributed by BeiGene (Switzerland) will generally be categorized as “passive income” or, in the case of some holders, as “financial services income,” for purposes of computing allowable foreign tax credits for U.S. tax purposes. Certain taxpayers may be able to treat financial services income as general category income. The rules relating to the determination of the foreign tax credit are complex, and you should consult your own tax advisors to determine whether and to what extent a credit would be available.

In certain cases, only a portion of the current income inclusions, if any, under the CFC and PFIC rules and of dividends paid by us (including any gain from the sale of shares that is treated as a dividend under section 1248 of the Code) may be treated as foreign source income for purposes of computing a shareholder’s U.S. foreign tax credit limitations. We will consider providing shareholders with information regarding the portion of such amounts constituting foreign source income to the extent such information is reasonably available. It is also likely that substantially all of the “subpart F income” and dividends that are foreign source income will constitute either “passive” or “general” income. Thus, it may not be possible for most shareholders to utilize excess foreign tax credits to reduce U.S. tax on such income.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds. Information returns may be filed with the IRS in connection with distributions of our Listed Shares and the proceeds from a sale or other disposition of our Listed Shares unless the holder of our Listed Shares establishes an exemption from the information reporting rules. A holder of Listed Shares that does not establish such an exemption may be subject to U.S. backup withholding tax on these payments if the holder is not a corporation or non-U.S. Holder or fails to provide its taxpayer identification number or otherwise comply with the backup withholding rules. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

Mainland China Taxation

Taxation of Distributions in the Form of a Repayment of Par Value, Repayment of Qualifying Paid in Capital or Dividend. The gross amount of a distribution paid with respect to BeiGene (Switzerland) Listed Shares, including the full amount of any Swiss Withholding Tax thereon, will be a dividend for mainland China EIT and IIT purposes to the extent that such distribution is made from current or accumulated earnings and profits (as determined for mainland China tax purposes).

A distribution in excess of BeiGene (Switzerland)’s current or accumulated earnings and profits (as determined for mainland China tax purposes) will be treated as a nontaxable return of capital to the extent that it does not exceed the taxpayer’s basis in the stock (as determined for mainland China tax purposes), and thereafter as capital gains.

Foreign Tax Credit. Subject to complex limitations, Swiss Withholding Tax should be treated for mainland China tax purposes as a foreign tax that may be claimed as a foreign tax credit against the EIT or IIT (as applicable) of a China Holder. Dividends distributed by BeiGene (Switzerland) will generally be

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categorized as investment income or dividend income for purposes of computing allowable foreign tax credits for mainland China tax purposes. The rules relating to the determination of the foreign tax credit are complex, and you should consult your own tax advisors to determine whether and to what extent a credit would be available. In the case where the foreign tax paid exceeds the credit cap as determined under mainland China tax rules, China Holders may carry forward the unused foreign tax credits for up to five years.

Hong Kong Taxation

In accordance with the Hong Kong tax law, any distributions or gains that a shareholder of BeiGene (Switzerland) derives after the Continuation should continue to be taxed in the same manner as prior to the Continuation. Hong Kong profits tax will not be payable by the shareholders (other than shareholders carrying on a trade, profession or business in Hong Kong) on any gains or profits made on the sale, redemption or other disposal of their BeiGene (Switzerland) Listed Shares and on dividend income received with respect to their BeiGene (Switzerland) Listed Shares.

Description of Swiss Share Capital

The following summary of the share capital is qualified in its entirety by applicable provisions of Swiss law and the Proposed Swiss Articles.

General

Registered Shares. Our shares will be Registered Shares (Namenaktien) with a nominal value of US$0.0001. Following the Continuation, our Registered Shares will be fully paid and non-assessable and will rank pari passu in all respects with each other, including entitlement to dividends, liquidation proceeds in the event of a liquidation of our company and to pre-emptive subscription rights (Bezugsrechte). We do not have any Registered Shares carrying preferential rights.

One Share, One Vote. Each Registered Share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in BeiGene (Switzerland)’s share register (including the share register maintained in Hong Kong and Shanghai), through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative, or on the basis of a written proxy, by any other representative who need not be a shareholder.

Shareholders wishing to exercise their voting rights who hold their Registered Shares through a broker, bank, or other nominee should follow the instructions provided by such broker, bank, or other nominee or, absent instructions, contact such broker, bank, or other nominee for instructions. Shareholders holding their Registered Shares through a broker, bank, or other nominee will not automatically be registered in BeiGene (Switzerland)’s share registers. If any such shareholder wishes to be registered in BeiGene (Switzerland)’s share registers, such shareholder should contact the broker, bank, or other nominee through which it holds Registered Shares.

Our Proposed Swiss Articles do not limit the number of Registered Shares that may be voted by a single shareholder.

Treasury shares, whether owned by BeiGene (Switzerland) or one of BeiGene (Switzerland)’s subsidiaries, will not be entitled to vote at general meetings of shareholders.

Share Register. We will maintain ourselves or through third-party share registers listing the surname, first name, and address (in the case of legal entities, the company name and business address) of the holders of our Registered Shares. A shareholder must notify the relevant share registrars of any change in address in accordance with applicable laws. Until such notification has occurred, all our written communication to shareholders of record shall be deemed to have validly been made if sent to the address recorded in the share register. We have appointed Computershare Schweiz AG as our share registrar in Switzerland, China Securities Depository and Clearing Co., Ltd to act as our registrar and transfer agent for the shares listed on the STAR Market, and the HK Registrar to hold and maintain our HK Register.

The Board of Directors has the authority request, to the extent practicable under applicable laws, regulations and listing rules, that holders of Registered Shares who upon acquisition of Registered Shares

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apply for registration as shareholder with voting rights in the share register expressly declare that they have acquired the Registered Shares in their own name and for their own account, that there is no agreement on the redemption or return of the Registered Shares, and that they bear the economic risk associated with the Registered Shares. The Board of Directors is required to reject the entry of holders of Registered Shares as shareholder with voting rights in the share register who do not provide such a declaration. The Board of Directors may also cancel such a holder of Registered Shares’ registration in the share register with retroactive effect as of the date of registration, if such registration was made based on false or misleading information.

The Board of Directors may record nominees including recognized clearing houses (or its nominee(s)) or depositaries (or its nominee(s)) who hold Registered Shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share registers of BeiGene (Switzerland). Beneficial owners of Registered Shares who hold Registered Shares through a nominee including recognized clearing houses (or its nominee(s)) or depositaries (or its nominee(s)) exercise the shareholders’ rights through the intermediation of such nominee.

Legislation Under Which the Shares will be Created. Following the Continuation, our Registered Shares will be created under the Swiss Code of Obligations. The rights and restrictions attaching to our Registered Shares will be governed by the Proposed Swiss Articles and the laws of Switzerland.

Transferability. Subject to applicable securities laws or listing rules, our Registered Shares are freely transferable by their holders.

Form of Shares. Our Registered Shares will be issued in registered form (Namenaktien). The Company may issue the Registered Shares as uncertificated securities, as intermediated securities, or in the form of single or global certificates, and subject to the conditions of applicable law, may convert Registered Shares from one form into another form at any time and without approval of shareholders. A shareholder has no right to request a conversion of the Registered Shares issued in one form into another form.

Signatures. Share certificates evidencing Registered Shares bear the signatures of one or two duly authorized signatories of the Company, of which at least one must be a member of the Board of Directors.

Participation Certificates (Partizipationsschein), Profit Sharing Certificates (Genussschein) and Preference Shares (Vorzugsaktie). From the outset, it is neither foreseen that we will issue any non-voting equity security such as participation certificates (Partizipationsscheine) or profit-sharing certificates (Genussscheine), nor issue preference shares (Vorzugsaktien). However, under the Swiss Code of Obligations, such non-voting equity security may be created by a duly convened shareholders’ meeting.

Number, Book Value and Par Value of Shares in the Company Held by or on Behalf of the Company Itself or by Subsidiaries of the Company. “Treasury shares” held by us or one of our subsidiaries will be available for future issuances of shares, such as pursuant to our employee benefit plans. These “treasury shares” will not have any voting rights while held by us or one of our subsidiaries.

Our Capital Structure

Issued Share Capital. Following registration of the Continuation in the Swiss Commercial Register, our issued share capital is expected to be [•] divided into [•] (based on our issued and outstanding Ordinary Shares as of the Record Date) fully paid-in Registered Shares (each with a nominal value of US$0.0001).

The actual issued share capital and number of issued shares will be based on the number of Ordinary Shares issued and outstanding at the time of the Continuation.

Capital Band. Under the Swiss Code of Obligations, the prior approval of a general meeting of shareholders is generally required to authorize, for later issuance, the issuance of Registered Shares, or rights to subscribe for, or convert into, Registered Shares (which rights may be connected to debt instruments or other obligations). Upon the effective date of the Continuation, our Proposed Swiss Articles will provide for a capital band, giving the Board of Directors the authority to issue new Registered Shares or cancel Registered Shares repurchased by the Company or its subsidiaries. The authority of the Board of Directors under the capital band is limited in time and to a specific range regarding the number of Registered

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Shares that may be issued and/or cancelled. BeiGene (Switzerland) will have a capital band ranging from, based on the number of Ordinary Shares issued as of the Record Date, approximately $[•] (lower limit) to $[•] (upper limit), corresponding to a 10% downward and a 50% upward range, calculated in reference to BeiGene (Switzerland)’s capital upon completion of the Continuation (which, based on the number of Ordinary Shares outstanding as of the Record Date, is expected to be approximately $[•] corresponding to approximately [•] Registered Shares; actual share figures will be definitively determined by reference to the total number of issued Ordinary Shares as of the effective time of the Continuation), and the Board of Directors will be authorized to increase or reduce, within such range, the share capital once or several times and in any (partial) amount or to cause the Company or any of its group of companies to acquire (including under a share repurchase program) Registered Shares directly or indirectly, until [•], 2029, without shareholder approval.

In the event of a share issuance within BeiGene (Switzerland)’s capital band, the Board of Directors determines all relevant terms of the issuance, including the date of the issuance, the issuance price, the type of contribution, the beginning date for dividend entitlement and, subject to the provisions of the Proposed Swiss Articles, the conditions for the exercise of the subscription rights with respect to the issuance. The Board of Directors may allow subscription rights that are not exercised to expire, or it may place such rights or Registered Shares, the subscription rights of which have not been exercised, at market conditions or use them otherwise in the interest of BeiGene (Switzerland). After [•], 2029, the capital band will be available to the Board of Directors for issuance of additional Registered Shares only if the authorization is reapproved by shareholders.

In a share issuance based on BeiGene (Switzerland)’s capital band, BeiGene (Switzerland)’s shareholders have subscription rights to obtain newly issued Registered Shares in an amount proportional to the par value of the Registered Shares they already hold. However, under our Proposed Swiss Articles, the Board of Directors is authorized to withdraw or limit the subscription rights with respect to the issuance of Registered Shares based on the capital band and allocate such rights to third parties (including individual shareholders), the Company, or any of its group companies in the following circumstances:

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if the issue price of the new Registered Shares is determined by reference to the market price;

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for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of existing shareholders;

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for the acquisition of companies, part(s) of companies or participations, for the acquisition of products, intellectual property or licenses by or for investment projects of BeiGene (Switzerland) or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of Registered Shares;

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for purposes of broadening the shareholder constituency of BeiGene (Switzerland) in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new Registered Shares on domestic or foreign stock exchanges;

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for purposes of granting an over-allotment option of up to 20% of the total number of Registered Shares in a placement or sale of Registered Shares to the respective initial purchaser(s) or underwriter(s); or

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for the participation of members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants or other persons performing services for the benefit of BeiGene (Switzerland) or any of its group companies.

Conditional Share Capital. In connection with the issuance of bonds, notes, loans, options, warrants, or other securities or contractual obligations convertible into or exercisable or exchangeable for Registered Shares, the subscription rights of shareholders are excluded and the Board of Directors is authorized to withdraw or limit the advance subscription rights of shareholders with respect to Registered Shares issued from BeiGene (Switzerland)’s conditional share capital, if (1) there is a valid reason to withdraw or limit subscription rights of shareholders in connection with the issuance of shares based on the capital band

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(see immediately above), or (2) the bonds or similar instruments are issued on appropriate terms. If the advance subscription rights are withdrawn or limited:

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the acquisition price of the Registered Shares shall be set taking into account the market price prevailing at the date on which the instruments or obligations are issued; and

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the instruments or obligations may be converted, exchanged, or exercised during a maximum period of 30 years from the date of the relevant issuance of or entry into the instruments or obligations.

The subscription rights and the advance subscription rights of shareholders are excluded with respect to Registered Shares issued from the conditional share capital of BeiGene (Switzerland) to members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants or other persons providing services to BeiGene (Switzerland) or any of its group companies under the terms of BeiGene (Switzerland)’s equity incentive plans.

Based on the number of Ordinary Shares issued as of the Record Date, BeiGene (Switzerland) will have a conditional share capital in connection with the issuance of bonds, notes, loans, options, warrants, or other securities or contractual obligations convertible into or exercisable or exchangeable for Registered Shares that authorizes it to issue up to [•] Registered Shares, representing up to [•]% of BeiGene (Switzerland)’s share capital as of the completion of the Continuation, and a conditional share capital for purposes of equity incentive plans that authorizes it to issue up to [•] Registered Shares, representing up to [•]% of BeiGene (Switzerland)’s share capital as of the completion of the Continuation. Actual share figures will be definitively determined by reference to the total number of issued Ordinary Shares as of the effective time of the Continuation).

Treasury Shares. The Swiss Code of Obligations limits a company’s ability to hold or repurchase its own Registered Shares. BeiGene (Switzerland) and its group companies may only repurchase Registered Shares if and to the extent that there are sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves, each as will be presented on the balance sheet included in the annual standalone statutory financial statements of BeiGene (Switzerland). The aggregate par value of all Registered Shares held by BeiGene (Switzerland) and its group companies may not exceed 10% of the registered share capital. However, BeiGene (Switzerland) may repurchase its Registered Shares beyond the statutory limit of 10% if the shareholders have passed a resolution at a general meeting of shareholders (including as part of the capital band provision included in the Proposed Swiss Articles) authorizing the Board of Directors to repurchase Registered Shares in an amount in excess of 10% and the repurchased Registered Shares are dedicated for cancellation. Any Registered Shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a simple majority of votes cast at a general meeting (whereby abstentions, broker non-votes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) or, if the authorization is contained in the capital band provision of the Proposed Swiss Articles, upon BeiGene (Switzerland)’s Board of Directors effecting the cancellation based on the authority granted to it in the capital band provision. Repurchased Registered shares held by BeiGene (Switzerland) or its group companies do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the Registered Shares. For information about withholding tax on share repurchases, see “Proposal No. 1: Approval of the Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Refund of Swiss Withholding Tax on Dividends and Other Distributions.”

As of the effective date of the Continuation, BeiGene (Switzerland) will hold, through one of its subsidiaries, Registered Shares equal to approximately 10% of its registered share capital as a result of BeiGene (Cayman) issuing the same number of new Ordinary Shares to one of its subsidiaries out of its authorized share capital immediately prior to the effective date of the Continuation against contribution by such subsidiary of intellectual property and other intangible rights to the equity of BeiGene (Cayman). Upon effectiveness of the Continuation, these Ordinary Shares held by the subsidiary immediately prior to the effective date of the Continuation will be part of BeiGene (Switzerland)’s issued share capital and be considered own Registered Shares of BeiGene (Switzerland), or “treasury shares,” under Swiss law. BeiGene (Switzerland) expects to use these treasury shares in the future to satisfy obligations to deliver Registered Shares in connection with awards granted under BeiGene (Switzerland)’s equity incentive plans and agreements and for such other purposes as the Company’s Board of Directors may determine.

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Subscription Rights and Advance Subscription Rights

Under the Swiss Code of Obligations, the prior approval of a general meeting of shareholders is generally required to authorize the issuance or authorization of the Board of Directors for the later issuance of Registered Shares, or rights to subscribe for, or convert into, Registered Shares (which rights may be connected to debt instruments or other financial obligations). In addition, the existing shareholders will have subscription rights in relation to such Registered Shares or rights in proportion to the respective par values of their holdings. The shareholders may, with the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the Registered Shares represented at the general meeting, withdraw or limit the subscription rights for valid reasons (such as a merger, an acquisition, or any of the reasons authorizing the Board of Directors to withdraw or limit the subscription rights of shareholders in the context of the capital band as described above).

If the general meeting of shareholders has approved the creation of a capital band or conditional share capital, it will generally delegate the decision whether to withdraw or limit the subscription rights (with respect to the issuance of new shares) and advance subscription rights (with respect to the issuance of convertible or similar instruments) for valid reasons to the Board of Directors. The Proposed Swiss Articles provide for this delegation with respect to capital band and conditional share capital in the circumstances described below under “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Our Capital Structure — Capital Band” and “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Our Capital Structure — Conditional Share Capital.”

Proposed Swiss Articles

The following summary of the Proposed Swiss Articles is qualified in its entirety by applicable provisions of Swiss law. For a description of the provisions applicable to the Board of Directors and the management bodies, see “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Board of Directors and Management Bodies.”

Company’s Purposes. Upon the effective date of the Continuation, BeiGene (Switzerland) will be the holding company of the BeiGene group of companies. The business purpose of BeiGene (Switzerland) pursuant to the Proposed Swiss Articles will be to acquire, hold, manage, realize and sell, whether directly or indirectly, participations in businesses in Switzerland and abroad including, without limitation, companies active in the field of oncology, healthcare, life sciences, or related fields. BeiGene (Switzerland) may engage in all other types of transactions that appear appropriate to promote, or are related to, the business purpose of the company. BeiGene (Switzerland) may acquire, hold, manage, mortgage and sell real estate and intellectual property rights in Switzerland and abroad and may also own or fund other companies, in Switzerland or abroad, in any type of business.

Share Capital. See “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Our Capital Structure.”

Shareholders’ Meetings. The shareholders’ meeting will be BeiGene (Switzerland)’s supreme corporate body. Ordinary and extraordinary shareholders’ meetings may be held. The following powers will be vested exclusively in the shareholders’ meeting:

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adoption and amendment of the Proposed Swiss Articles;

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election of the chair and the members of the Board of Directors, the members of the compensation committee, the auditor(s) and the independent voting rights representative(s);

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approval of the annual management report, unless an exemption applies, the standalone statutory financial statements and the consolidated financial statements;

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approval of the allocation of profit or loss shown on the balance sheet contained in the standalone statutory financial statements of the Company, in particular the determination of dividend and other capital distributions to shareholders (including by way of repayment of statutory capital reserve (such as in the form of qualifying capital contribution reserves));

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granting discharge to the members of the Board of Directors and the persons entrusted with management from liability for business conduct to the extent such conduct is known to the shareholders;

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the approval of the compensation of the Board of Directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of the Company’s Board of Directors and executive management in the prior fiscal year;

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the delisting of the Company’s equity securities;

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the approval of the report on non-financial matters pursuant to article 964c of the Swiss Code of Obligations; and

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passing resolutions as to all matters reserved to the authority of the shareholders’ meeting by law or under the Proposed Swiss Articles or that are submitted to the shareholders’ meeting by the Board of Directors and are not exclusively vested with our Board of Directors or auditors.

Under the Swiss Code of Obligations and our Proposed Swiss Articles, we must hold an annual, ordinary general meeting of shareholders within six months after the end of each fiscal year for the purpose, among other things, of approving the annual (standalone and consolidated) financial statements and the annual management report, annually electing the chair of the Board of Directors and the members of the Board of Directors, the members of the compensation committee, and annually approving the maximum aggregate compensation payable to the Board of Directors and the members of the executive management team. The invitation to general meetings may, at the election of the Board of Directors, be published in the Swiss Official Gazette of Commerce, be included in the proxy statement filed in connection with the relevant ordinary general meeting or given to the most recent contact information of the shareholder at least 21 calendar days prior to the relevant general meeting of shareholders. No resolutions may be passed at a shareholders’ meeting concerning agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders’ meeting to convene an extraordinary meeting, to initiate a special investigation or to elect an auditor. No previous notification will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.

Annual general meetings of shareholders may be convened by the Board of Directors or, under certain circumstances, by the auditor. A general meeting of shareholders can be held in Switzerland or abroad. We expect to set the record date for each general meeting of shareholders on a date not more than 20 calendar days prior to the date of each general meeting and announce the date of the general meeting of shareholders prior to the record date.

An extraordinary general meeting of BeiGene (Switzerland) may be called in the circumstances provided by law, the resolution of the Board of Directors or, under certain circumstances, by the auditor. In addition, the Board of Directors is required to convene an extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested by shareholders holding an aggregate of at least 5% of the Registered Shares or votes, specifying the items for the agenda and their proposals. The Board of Directors may include any additional agenda items or proposals. If the Board of Directors does not comply with the request to publish the notice of the extraordinary general meeting within a reasonable period of time, but at the latest within 60 days, the requesting shareholders may request the court to order that the meeting be convened.

Under our Proposed Swiss Articles and Swiss law, shareholders who hold, alone or together, at least 0.5% of the share capital or votes and are insofar recorded in the share register may request that an item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one or more directors for election. A request for inclusion of an item on the agenda must be in writing and received by BeiGene (Switzerland) at least 120 but not more than 150 calendar days prior to the meeting. To nominate a nominee, the shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in BeiGene (Switzerland)’s proxy materials) on which the definitive proxy statement for the prior year’s annual general meeting was first released to BeiGene (Switzerland)’s shareholders, deliver a notice to, and such notice must be received by, BeiGene (Switzerland) at its registered office; provided, however, that if the annual general meeting is not scheduled to be held

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within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that BeiGene (Switzerland) first makes public disclosure regarding such other meeting date. The request must specify the relevant agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the SEC.

Quorum and Majority Requirements for Shareholders’ Meetings. Pursuant to our Proposed Swiss Articles, BeiGene (Switzerland) will have a general attendance quorum requirement for the adoption of resolutions at general meetings that a majority of all the shares entitled to vote must be present or represented at the commencement of the meeting (whereby broker non-votes shall be included for purposes of determining the presence quorum). This general attendance quorum will also apply to any resolutions, irrespective of the applicable majority standard, such as amendments to the Proposed Swiss Articles, variation of class rights, and voluntary winding up, where the attendance quorum is currently that of shareholders (whether present in person or by proxy) who together hold shares carrying the right to at least two-thirds of all votes capable of being exercised on a poll. The Board of Directors has no authority to waive the quorum requirements stipulated in the Proposed Swiss Articles.

We believe that the foregoing change in the attendance quorum from our current Articles will enable the Company to maintain an optimal balance between adequate shareholder protection in line with current market practice in Switzerland, and allowing for sufficient flexibility for the Company to effectively and efficiently manage its business operations and financial matters. The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Swiss Articles comply with the requirements of the HK Listing Rules (including the minimum core shareholders protection standard under Appendix A1 to the HK Listing Rules).

Under our Proposed Swiss Articles, resolutions generally require the approval of a simple majority of the votes cast at a shareholders’ meeting (broker non-votes, abstentions and blank and invalid ballots will be disregarded). Each Registered Share grants the right to one vote. Shareholder resolutions requiring a vote by a simple majority of the votes cast at a shareholders’ meeting include elections of directors and the statutory auditor, approval of the standalone and the consolidated financial statements, approving the appropriation of the available earnings or the net loss, including through the distribution of a dividend, if any, and decisions to discharge directors and the executive management team from liability for matters disclosed to the shareholders’ meeting.

The approval of at least two-thirds of the votes and the majority of the par value of the Registered Shares, each as represented at a shareholders’ meeting, will be required for resolutions with respect to:

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a modification of the purpose of the Company;

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the consolidation of shares listed on a stock exchange (“reverse stock split”);

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an increase in share capital through the conversion of freely available equity, against contributions in kind or by way of set-off with a receivable and the granting of special privileges;

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the limitation or withdrawal of subscription rights;

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the introduction of, amendments to, or an extension of a conditional share capital or a capital band;

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the introduction of shares with privileged voting rights;

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restrictions on the transferability of Registered Shares and the cancellation of such restrictions;

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restrictions on the exercise of the right to vote and the cancellation of such restrictions;

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an authorized or conditional increase in share capital;

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the change of currency of the share capital;

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the introduction of the casting vote of the acting chair in the general meeting;

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the delisting of the Company’s equity securities;

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a change of the place of incorporation of the Company; and

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dissolution of the Company.

The same qualifying majority voting requirements apply to resolutions in relation to transactions among companies based on the Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets (the “Merger Act”), including a merger, demerger or conversion of a company (other than cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the acquiring company or of another company — in such a merger, an affirmative vote of 90% of the outstanding Registered Shares is required). Swiss law may also impose a supermajority requirement of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting, in connection with the sale of “all or substantially all of its assets” by BeiGene (Switzerland).

Pursuant to our Proposed Swiss Articles, where any shareholder, member of the Board of Directors or officer is, under the HK Listing Rules, required to abstain from voting on any particular resolution of the general meeting of shareholders or is restricted to voting only for or only against any particular resolution of the General Meeting (each such person an “Interested Shareholder,” and each shareholder that is not an Interested Shareholder, a “Disinterested Shareholder”), the relevant majority under the Proposed Swiss Articles or applicable law for a particular resolution of the general meeting of shareholders to be passed shall be (i) the default majority under applicable law or the provisions of the Proposed Swiss Articles and (ii) the majority of the votes cast by the Disinterested Shareholders.

Attendance at Meetings and Voting Procedure. The Board of Directors determines the location of general meeting of shareholders. The location can be in Switzerland or abroad. The Board of Directors may also determine to hold general meetings of shareholders simultaneously at different locations, provided that the contributions of the participants are transmitted directly via video and/or audio to all venues, and/or that shareholders who are not present at the venue or venues of the general meeting may exercise their rights by electronic means. The Board of Directors may also determine to hold general meetings virtually, without any physical location.

Each shareholder registered in the share register as a shareholder with voting rights will be entitled to participate at the shareholders’ meetings and in any vote taken.

Voting rights may be exercised by shareholders registered in the share register of BeiGene (Switzerland), through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative, or on the basis of a written proxy by any other representative who need not be a shareholder.

The chair of the Board of Directors or, in his or her absence, the vice-chair, if any, or any other person appointed by the Board of Directors takes the chair of the shareholders’ meeting. The acting chair will have the power and authority necessary to ensure the orderly conduct of the meeting.

The acting chair of the shareholders’ meeting determines the voting procedures (e.g., electronically or by written ballots).

Dividend Distributions

Under Swiss law, distributions of dividends may be paid out only if the company has sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves, each as will be presented on the balance sheet included in the annual standalone statutory financial statements of BeiGene (Switzerland). The affirmative vote of shareholders holding a simple majority of the votes cast at a general meeting (whereby abstentions, broker non-votes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) must approve distributions of dividends. The Board of Directors may propose to shareholders that a distribution of dividend be paid but cannot itself authorize the dividend.

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value of the registered capital of BeiGene (Switzerland)), then at least 5% of the annual profit of BeiGene (Switzerland) must be allocated to the statutory profit reserve. The Swiss Code of Obligations and the Proposed Swiss Articles permit BeiGene (Switzerland) to accrue additional reserves. In addition, BeiGene (Switzerland) is required to create a special reserve on its standalone annual statutory balance sheet in the amount of the purchase price of Registered Shares any of its group companies repurchases, which amount may not be used for dividends or subsequent repurchases. Own shares held directly by BeiGene (Switzerland) are presented on the standalone annual statutory balance sheet of BeiGene (Switzerland) as a reduction of total shareholders’ equity. Swiss companies generally must maintain a separate company, standalone “statutory” balance sheet for the purpose of, among other things, determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. The statutory auditor of BeiGene (Switzerland) must confirm that a dividend proposal made to shareholders complies with the requirements of the Swiss Code of Obligations and the Proposed Swiss Articles. Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment; however, it is also possible to pay dividends or other distributions in, for example, quarterly instalments. The Proposed Swiss Articles provide that dividends that have not been claimed within five years after the due date become the property of BeiGene (Switzerland) and are allocated to the statutory profit reserves. For information about deduction of the withholding tax from dividend payments, see “Proposal No. 1: Approval of Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Swiss Withholding Tax — Distributions to Shareholders.”

BeiGene (Switzerland) is expected to declare any distribution of dividends and other capital distributions in U.S. dollars and/or RMB. Further, as noted above, for the foreseeable future, we expect to pay dividends as a repayment of par value or as a repayment of capital contribution reserves, which would not be subject to Swiss withholding tax. For information about such withholding taxes, see “Proposal No. 1: Approval of Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Swiss Withholding Tax — Distributions to Shareholders.”

Say on Pay

BeiGene (Switzerland) is required to hold non-binding shareholder advisory votes on executive compensation required by SEC rules on an annual basis.

In addition, under Swiss law, BeiGene (Switzerland) is required to hold annual binding shareholder votes on the prospective maximum aggregate amount of compensation of each of the Board of Directors (for the period between annual meetings) and the executive management team (for the fiscal year commencing after the annual general meeting at which ratification is sought). Shareholders are further required to vote at each annual general meeting, on an advisory basis, on the compensation report (established under Swiss law) regarding the compensation of the members of the Board of Directors and the executive management team in the preceding fiscal year.

If the maximum aggregate amount of compensation already ratified by shareholders at an annual general meeting is not sufficient to also cover the compensation of one or more persons who become members of the executive management team after the shareholders have ratified the compensation of the executive management team for the relevant period, then the Board of Directors is authorized, under the Proposed Swiss Articles, to pay such new member(s) a supplementary amount during the compensation period(s) that have already been ratified. The supplementary amount per compensation period may in total not exceed 100% of the respective aggregate amount of (maximum) compensation of the executive management team last approved by shareholders.

Environmental, Social and Governance (“ESG”) Matters

Pursuant to article 964a et seq. of the Swiss Code of Obligations, BeiGene (Switzerland) will be required to establish a report on non-financial matters covering the following matters: (1) environmental matters (including climate matters), in particular the CO2 goals; (2) social issues; (3) employee-related issues; (4) respect for human rights; and (5) combating corruption. The report must contain the information required to understand the business performance, the business result, the state of the undertaking, and the effects of its activity on the above non-financial matters.

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More particularly, the report must include: (1) a description of the business model; (2) a description of the policies adopted in relation to the matters referred to above, including the due diligence applied; (3) a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures; (4) a description of the main risks related to the above matters and how the undertaking is dealing with these risks, in particular (a) risks that arise from the undertaking’s own business operations, and (b) provided this is relevant and proportionate, risks that arise from its business relationships, products, or services; and (5) the main performance indicators for the undertaking’s activities in relation to the above matters.

The Board of Directors will be required to submit the report to shareholders for approval by the annual general meeting, for the first time in 2025 in relation to fiscal year 2024.

Inspection of Books and Records. Under the Swiss Code of Obligations, a shareholder has the right to inspect the share register with regard to its, his or her own shares and otherwise to the extent necessary to exercise its, his, or her shareholder rights. No other person has a right to inspect the share register.

The books and correspondence of a Swiss company may be inspected with the express authorization of the general meeting of shareholders or by resolution of the Board of Directors and subject to the safeguarding of the company’s business secrets. At a general meeting of shareholders, any shareholder is entitled to request information from the Board of Directors concerning the affairs of the company. Shareholders may also ask the auditor questions regarding its audit of the company. The Board of Directors and the auditor must answer shareholders’ questions to the extent necessary for the exercise of shareholders’ rights and subject to prevailing business secrets or other material interests of BeiGene (Switzerland).

Special Investigation. If the shareholders’ inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a special commissioner in a special investigation. If the general meeting of shareholders approves the proposal, BeiGene (Switzerland) or any shareholder may, within three months after the general meeting of shareholders, request for the court to appoint a special commissioner at the registered office of BeiGene (Switzerland). If the general meeting of shareholders rejects the request, one or more registered shareholders representing at least 5% of the share capital or voting rights may request the court to appoint a special commissioner. The court will issue such an order if the petitioners can demonstrate that the Board of Directors, any member of the Board of Directors or an officer of BeiGene (Switzerland) infringed the law or articles of association of BeiGene (Switzerland) and thereby damaged the company or the shareholders. The costs of the investigation would generally be allocated to BeiGene (Switzerland) and only in exceptional cases to the petitioners.

Modifications to the Share Capital — Authority to Issue Shares. Our share capital may be increased (a) in consideration of cash contributions pursuant to a resolution passed at a shareholders’ meeting of the Company by a simple majority of the votes cast at the meeting if shareholders’ preferential subscription rights are safeguarded, or (b) pursuant to a resolution passed at a shareholders’ meeting of the Company by a majority of two-thirds of the votes and an absolute majority of the par value of the Registered Shares, each as represented at the general meeting, authorizing a capital increase, among other things, (i) in consideration of contributions in kind (Sacheinlage), (ii) where preferential subscription rights (Bezugsrechte) of the existing shareholders are limited or excluded, or (iii) where the issue price of new Registered Shares issued in the capital increase is paid by way of a conversion of freely available equity into share capital.

In addition, under the Swiss Code of Obligations, the shareholders’ meeting may authorize the Board of Directors to effect a share capital increase based on:

(a)

a capital band (Kapitalband) to be utilized at the discretion of the Board of Directors within a period not exceeding five years from the date of approval by the shareholders’ meeting and within a range not exceeding +/- 50% of the registered share capital as of the date of approval by the shareholders’ meeting; and

(b)

conditional share capital (bedingtes Aktienkapital) for the purpose of issuing Registered Shares (i) in connection with the bonds, notes, loans, options, warrants, or other securities or contractual obligations convertible into or exercisable or exchangeable for Registered Shares, or (ii) to members of the Board of Directors, members of the executive management team, officers,

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employees, contractors, consultants, or other persons providing services to BeiGene (Switzerland) or any of its group companies under the terms of BeiGene (Switzerland)’s equity incentive plans. The conditional share capital is not limited in time; however, the Registered Shares issuable based on the conditional share capital may not exceed 50% of the issued share capital as of the date of the approval by the shareholders’ meeting.

Transfers and Registration of Shares. No restrictions apply to the transfer of BeiGene (Switzerland)’s Registered Shares. So long as and to the extent that the Registered Shares are intermediated securities within the meaning of the Swiss Federal Intermediated Securities Act, (i) any transfer of the Registered Shares is effected by a corresponding entry in the securities deposit account of a bank or a depository institution, (ii) Registered Shares cannot be transferred by way of assignment, and (iii) a security interest in any Registered Shares cannot be granted by way of assignment. Registered Shares held as book-entry shares (Wertrechte) are transferred by way of assignment, and Registered Shares represented by certificates are transferred by way of delivery and endorsement of the certificates or such other requirements as stipulated by applicable law. Any person who acquires Registered Shares may submit a request to BeiGene (Switzerland) to be entered into the share register as a shareholder with voting rights, provided such persons expressly declare that they have acquired the shares in their own name and for their own account, that there is no agreement on the redemption of the shares and that they bear the economic risk associated with the shares. The Board of Directors may record nominees who hold shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share register of the Company. Beneficial owners of shares who hold shares through a nominee exercise the shareholders’ rights through the intermediation of such nominee. BeiGene (Switzerland) will have a branch register of shareholders in Hong Kong maintained by the HK Registrar, a branch register of shareholders maintained by China Securities Depository and Clearing Corporation Limited (“CSDC”), and a share register maintained by BeiGene (Switzerland) or a third-party service provider, reflecting all Registered Shares held in the name of the Depositary as depositary for the ADSs and all Registered Shares held as book-entry shares (Wertrechte) or in the form of certificates outside of the registration and clearing services provided by the HK Registrar and CSDC, which act as transfer agent and registrar. The share register reflects only record owners and usufructuaries of Registered Shares. Swiss law does not recognize fractional share interests.

Legal Name; Formation; Fiscal Year; Registered Office

Once the Continuation is completed, the legal and commercial name of BeiGene (Switzerland) shall be BeiGene AG (BeiGene Ltd) (BeiGene SA). BeiGene (Switzerland) shall be incorporated and domiciled in Basel-Stadt, Switzerland, and operates under the Swiss Code of Obligations as a stock corporation (Aktiengesellschaft / Société Anonyme). BeiGene (Switzerland) shall be recorded in the Swiss Commercial Register with the registration number CHE-[•]. The fiscal year of BeiGene (Switzerland) shall be the calendar year. The address of the registered office of BeiGene (Switzerland) and principal executive office shall be Aeschengraben 27, 21st Floor, 4051 Basel, Switzerland, and the telephone number at that address is +41-[•].

Uncertificated Shares

Once the Continuation is completed, BeiGene (Switzerland) shall issue Registered Shares in uncertificated, book-entry form. A limited number of Registered Shares may continue to be represented by certificates.

Stock Exchange Listing

Our ADSs will continue to be listed on Nasdaq under the trading symbol “BGNE,” our Ordinary Shares will continue to be listed on the HKEx under the stock code of “06160,” and our RMB Shares will continue to be listed on the STAR Market under the stock code of “688235”.

No Liability for Further Calls or Assessments

The Registered Shares issued and outstanding as of the effective date of the Continuation will be duly and validly issued, fully paid, and non-assessable.

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No Redemption and Conversion

The Registered Shares are not convertible into shares of any other class or series or subject to redemption either by BeiGene Switzerland or the holder of the Registered Shares.

Board of Directors and Management Bodies

Board of Directors and Term; Duties; Delegation. As of the effective date upon which the Continuation is completed, the directors of BeiGene (Cayman) immediately prior to the effective date of the Continuation will be the directors of BeiGene (Switzerland). The then serving directors of BeiGene (Cayman) will therefore effectively carry their term over to the Board of Directors until the completion of the annual general meeting of BeiGene (Switzerland) in 2025.

The Proposed Swiss Articles provide that the number of directors of BeiGene (Switzerland) shall be not less than three. The Board of Directors of BeiGene (Switzerland) has the authority to propose nominees for election by the general meeting of shareholders. The Proposed Swiss Articles provide that the general meeting of shareholders has the inalienable power to elect the members of the Board of Directors, along with the chair of the Board of Directors. Each director is elected individually and holds a term of office until the completion of the next annual general meeting. Re-election is possible. The Proposed Swiss Articles provide that directors are elected at a general meeting of shareholders by a simple majority of the votes cast at the general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority).

Under the Swiss Code of Obligations, directors may at any time, with or without cause and with immediate effect, resign from office.

Pursuant to the organizational regulations of BeiGene (Switzerland), the Board of Directors is entrusted with the ultimate direction of the company, including determining the principles of business strategy and the related policies, the overall supervision of the group companies and the supervision of the executive management team. To the extent that the Swiss Code of Obligations allows the delegation by the Board of Directors to executive management, and such delegation is actually made by virtue of the organizational regulations of BeiGene (Switzerland) or by a resolution of the Board of Directors, the responsibility of the Board of Directors is limited to the due election, instruction, and supervision of the executive management.

Standard of Conduct for Directors. A director of a Swiss company is bound to performance standards as specified in the Swiss Code of Obligations. Under these standards, a director must act in accordance with the duties imposed by statutory law, in accordance with the company’s articles of association and in the best interests of the company. A director is generally disqualified from participating in a decision that directly affects him or her. A director must generally safeguard the interests of the company in good faith, adhere to a duty of loyalty and a duty of care and, absent special circumstances, extend equal treatment to all shareholders in like circumstances. The members of the Board of Directors of BeiGene (Switzerland) are liable to BeiGene (Switzerland), its shareholders and, in bankruptcy, its creditors for damage caused by any violation of their duties. So long as the majority of the Board of Directors is disinterested and acts on an informed basis and with the belief that its actions are in the best interests of the company, a decision made by the Board of Directors would be protected by a judicially developed business judgment rule (based on which courts exercise restraint in reviewing business decisions of a company’s board of directors); at least as long as no special statutory duties of the Board of Directors are triggered, such as by the company’s overall indebtedness or liquidity situation.

Indemnification of Directors and Officers; Insurance. Based on the interpretation of leading Swiss legal scholars, we believe that, under Swiss law, the company may indemnify its directors and officers unless the indemnification results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the director or officer concerned. The Proposed Swiss Articles make indemnification of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of BeiGene (Switzerland) to the fullest extent allowed by law. Under the Proposed Swiss Articles, a director or officer may not be indemnified if such person is found, in a final judgment or decree not subject to appeal, to have committed an intentional or grossly negligent breach of his or her statutory

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duties as a director or officer. Swiss law permits the company, or each director or officer individually, to purchase and maintain insurance on behalf of such directors and officers. BeiGene (Switzerland) may obtain such insurance from one or more third-party insurers or captive insurance companies. Upon the completion of the Continuation, BeiGene (Switzerland) also plans to enter into indemnification agreements with each of its directors and executive officers that will provide for indemnification and expense advancement, as well as include related provisions meant to facilitate the indemnitee’s receipt of such benefits. The agreements provide that BeiGene (Switzerland) will indemnify each such director and executive officer if such director or executive officer acted in good faith and reasonably believed he was acting in the best interests of BeiGene (Switzerland) and, in addition, with respect to any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. The agreements provide that expense advancement is provided subject to an undertaking by the indemnitee to repay amounts advanced if it is ultimately determined that he is not entitled to indemnification. The disinterested members of the Board of Directors or an independent counsel will determine whether indemnification payment should be made in any particular instance. In making such determination, the Board of Directors or the independent counsel, as the case may be, must presume that the indemnitee is entitled to such indemnification, and BeiGene (Switzerland) has the burden of proof in seeking to overcome such presumption.

If the Board of Directors or the independent counsel determines that the director or executive officer is not entitled to indemnification, the agreements provide that such person is entitled to seek an award in arbitration with respect to his right to indemnification under such agreement.

Limitation of Liability of Directors. Swiss law does not permit a company to exempt any member of its Board of Directors from any liability for damages suffered by the company, the shareholders, or the company’s creditors caused by intentional or negligent violation of that director’s duties. However, the general meeting of shareholders may pass a resolution discharging the members of the Board of Directors from liability for certain limited actions. Such release is effective only for facts that have been disclosed to the shareholders and only vis-à-vis the company and those shareholders who have consented to the resolution, or who acquired shares subsequently with knowledge of the resolution.

Conflicts of Interest

Under the Swiss Code of Obligations, a director is required to safeguard the interests of the company and to adhere to a duty of loyalty and a duty of care. The Swiss Code of Obligations expressly requires members of the Board of Directors to inform each other immediately and fully of any conflicts of interest affecting them. It is then the responsibility of the Board of Directors to take the measures necessary to safeguard the interests of the company. Generally, a material conflict of interest disqualifies that director from participating in any board discussions and decisions affecting his or her interest. Breach of these principles may also entail personal liability of the directors to the company. In addition, the Swiss Code of Obligations requires a director to return to the company payments made to a director if such payments were not made on an arm’s length basis, or if the recipient of the payment was acting in bad faith. The Board of Directors has and will maintain written policies with respect to conflict of interest and related person transactions pursuant to which such transactions are reviewed, approved or ratified.

Repurchase of Registered Shares

The Swiss Code of Obligations limits a company’s ability to hold or repurchase its own Registered Shares. BeiGene (Switzerland) and its group companies may only repurchase shares if and to the extent that there are sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves. The aggregate par value of all Registered Shares held by BeiGene (Switzerland) and its group companies may not exceed 10% of the registered share capital. However, BeiGene (Switzerland) may repurchase its own Registered Shares beyond the statutory limit of 10% if the shareholders have passed a resolution at a general meeting of shareholders (including as part of the capital band provision included in the Proposed Swiss Articles) authorizing the Board of Directors to repurchase Registered Shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any Registered Shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a simple majority of votes cast at a general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing

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the majority) or, if the authorization is contained in the capital band provision of the Proposed Swiss Articles, upon the Board of Directors effecting the cancellation based on the authority granted to it in the capital band provision. Repurchased Registered Shares held by BeiGene (Switzerland) or its group companies do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares. For information about withholding tax on share repurchases, see “Proposal No. 1: Approval of Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Refund of Swiss Withholding Tax on Dividends and Other Distributions.”

Borrowing — Issuance of Debt Securities

Swiss law does not in any way restrict, and neither will our Proposed Swiss Articles, our power to borrow and raise funds. The decision to borrow funds, including the issuance of debt securities, is made by or under the direction of the Board of Directors. A shareholders’ resolution will not be required.

Notices

Notices to shareholders are validly made by publication in the Swiss Official Commercial Gazette (Schweizerisches Handelsamtsblatt). Invitations to general meetings of shareholders of BeiGene (Switzerland) may also be made solely by way of publication of a proxy statement (or amendments or supplements thereto) filed with the SEC, HKEx and SSE. We will provide notices to shareholders in English and Chinese.

Duration; Dissolution; Rights upon Liquidation

The duration of BeiGene (Switzerland) is unlimited. BeiGene (Switzerland) may be dissolved at any time with the approval of a majority of two-thirds of the votes present or represented at a general meeting. Dissolution by court order is possible if BeiGene (Switzerland) becomes bankrupt, or for cause at the request of shareholders holding at least 10% of the share capital of BeiGene (Switzerland). Under Swiss law, any surplus arising out of liquidation, after the settlement of all claims of all creditors, will be distributed to shareholders in proportion to the paid-up par value of Registered Shares held, with the difference between the par value plus qualifying capital contributions reserves and the amount of the distribution being subject to Swiss withholding tax of 35%, all or part of which can potentially be reclaimed under the relevant tax rules in Switzerland or double taxation treaties concluded between Switzerland and foreign countries. Registered Shares carry no privilege with respect to such liquidation surplus.

Statutory Auditors

In proposal no. 3, we propose that shareholders approve the election of Ernst & Young AG, Zurich, Switzerland, to serve as our statutory auditor and provide related audit services and the authorization to the Board of Directors to fix the remuneration of Ernst & Young AG. Our shareholders must elect our statutory auditor at each annual general meeting of shareholders.

Limitations Affecting Shareholders

Exchange Control — Under current Swiss exchange control regulations, there are no limitations on the amount of payments that may be remitted by a Swiss company to non-residents, other than under government sanctions imposed on Belarus, Burundi, Central African Republic, Côte d’Ivoire, Democratic Republic of Congo, Guatemala, Guinea, Guinea-Bissau, Haiti, Islamic Republic of Iran, Liberia, Libya, Moldova, Myanmar, Nicaragua, North Korea, Republic of Iraq, Republic of Mali, Republic of South Sudan, Somalia, Sudan, Syria, the situation in Ukraine, Venezuela, Yemen, certain persons of the former Federal Republic of Yugoslavia, Zimbabwe, and on persons or organizations with terrorist links.

Description of Our American Depositary Shares

Below is a summary description of the material terms of the ADSs and of the material rights of the owners of ADSs. Summaries by their nature lack the precision of the information summarized, and the rights and obligations of an owner of ADSs will be determined by reference to the terms of the Deposit Agreement and not by this summary. The following summary of our ADSs is qualified in its entirety by applicable provisions

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of the Deposit Agreement. Copies of the Deposit Agreement and Amendment No. 1 to the Deposit Agreement are attached as Exhibits 4.1 and 4.1, respectively, to the registration statement of which this proxy statement/prospectus forms a part. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the Deposit Agreement.

Depositary Bank for the ADSs

Citibank, N.A. has been appointed as the depositary bank for our ADSs pursuant to the Deposit Agreement. Citibank’s depositary offices are located at 388 Greenwich Street, New York, New York 10013. ADSs represent ownership interests in securities that are on deposit with the depositary bank. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or “ADRs.” The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A. — Hong Kong, located at 9/F Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.

General

Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, 13 Ordinary Shares that are on deposit with the depositary bank and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary bank or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary bank may agree to change the ADS-to-Ordinary Share ratio by amending the Deposit Agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary bank and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary bank, the custodian or their nominees. Beneficial ownership in the deposited property will, under the terms of the Deposit Agreement, be vested in the beneficial owners of the ADSs. The depositary bank, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary bank, and the depositary bank (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of the Deposit Agreement.

ADS holders will become a party to the Deposit Agreement and therefore will be bound to its terms and to the terms of any ADR that represents the ADSs. The Deposit Agreement and the ADR specify our rights and obligations as well as ADS holders’ rights and obligations and those of the depositary bank. ADS holders appoint the depositary bank to act on their behalf in certain circumstances. The Deposit Agreement and the ADRs are governed by New York State law. However, our obligations to the holders of Ordinary Shares will continue to be governed by the laws of Switzerland, which may be different from the laws in the United States.

In addition, applicable laws and regulations may require ADS holders to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. ADS holders are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary bank, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of ADS holders to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

We will not treat ADS holders as one of our shareholders, and ADS holders will not have direct shareholder rights. The depositary bank will hold the shareholder rights attached to the Ordinary Shares underlying the ADSs. ADS holders will be able to exercise the shareholder rights for the Ordinary Shares represented by their ADSs through the depositary bank only to the extent contemplated in the Deposit Agreement. To exercise any shareholder rights not contemplated in the Deposit Agreement, ADS holders will need to arrange for the cancellation of the ADSs and become a direct shareholder.

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The manner in which ADS holders own and/or hold ADSs (e.g., in a brokerage account vs. as registered holders on the ADS register maintained by the Depositary), the type of ADSs held (e.g., freely transferable ADSs vs. restricted ADSs, and/or full entitlement ADSs vs. partial entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS record date vs. before and/or after an ADS record date), and the number of ADSs held may affect a holder’s rights and obligations (including, without limitation, the ADS fees payable), and the manner in which, and the extent to which, the depositary bank’s services are made available to the holder, in each case pursuant to the terms of the Deposit Agreement. ADS holders may hold ADSs either by means of an ADR registered in their name, through a brokerage or safekeeping account, or through an account established by the depositary bank in their name reflecting the registration of uncertificated ADSs directly on the books of the depositary bank (commonly referred to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary bank. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary bank to the holders of the ADSs. The direct registration system includes automated transfers between the depositary bank and The Depository Trust Company (“DTC”), the central book-entry clearing and settlement system for equity securities in the United States. If ADS holders decide to hold ADSs through a brokerage or safekeeping account, they must rely on the procedures of the broker or bank to assert their rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit ADS holders’ ability to exercise their rights as an owner of ADSs. ADS holders should consult with their broker or bank on any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC.

The registration of the Ordinary Shares in the name of the depositary bank or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary bank or the custodian the record ownership in the applicable Ordinary Shares with the beneficial ownership rights and interests in such Ordinary Shares being at all times vested with the beneficial owners of the ADSs representing the Ordinary Shares. The depositary bank or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.

Dividends and Distributions

Holders of ADSs generally have the right to receive the distributions we make on the securities deposited with the custodian. Receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the Deposit Agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.

Distributions of Cash

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary bank will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of Switzerland.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary bank will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. The depositary bank will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary bank holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

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Distributions of Ordinary Shares

Whenever we make a free distribution of Ordinary Shares for the securities on deposit with the custodian, we will deposit the applicable number of Ordinary Shares with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will either distribute to holders new ADSs representing the Ordinary Shares deposited or modify the ADS-to-Ordinary Shares ratio, in which case each ADS will represent rights and interests in the additional Ordinary Shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-Ordinary Shares ratio upon a distribution of Ordinary Shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes or governmental charges, the depositary bank may sell all or a portion of the new Ordinary Shares so distributed.

No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationally practicable. If the depositary bank does not distribute new ADSs as described above, it may sell the Ordinary Shares received upon the terms described in the Deposit Agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

Distributions of Rights

Whenever we intend to distribute rights to subscribe for additional Ordinary Shares, we will give prior notice to the depositary bank and we will assist the depositary bank in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.

The depositary bank will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the Deposit Agreement (such as opinions to address the lawfulness of the transaction). ADS holders may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of their rights. The depositary bank is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new Ordinary Shares other than in the form of ADSs.

The depositary bank will not distribute the rights to ADS holders if:

•

We do not timely request that the rights be distributed to such holder or we request that the rights not be distributed to such holder; or

•

We fail to deliver satisfactory documents to the depositary bank; or

•

It is not reasonably practicable to distribute the rights.

The depositary bank will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary bank is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary bank and will indicate whether we wish the elective distribution to be made available to an ADS holder. In such case, we will assist the depositary bank in determining whether such distribution is lawful and reasonably practicable.

The depositary bank will make the election available to an ADS holder only if it is reasonably practicable and if we have provided all of the documentation contemplated in the Deposit Agreement. In such case, the depositary bank will establish procedures to enable the ADS holder to elect to receive either cash or additional ADSs, in each case as described in the Deposit Agreement.

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If the election is not made available to an ADS holder, such holder will receive either cash or additional ADSs, depending on what a shareholder in Switzerland would receive upon failing to make an election, as more fully described in the Deposit Agreement.

Other Distributions

Whenever we intend to distribute property other than cash, Ordinary Shares or rights to subscribe for additional Ordinary Shares, we will notify the depositary bank in advance and will indicate whether we wish such distribution to be made to ADS holders. If so, we will assist the depositary bank in determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to ADS holders and if we provide to the depositary bank all of the documentation contemplated in the Deposit Agreement, the depositary bank will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes and governmental charges, the depositary bank may sell all or a portion of the property received.

The depositary bank will not distribute the property to ADS holders and will sell the property if:

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We do not request that the property be distributed to ADS holders or if we request that the property not be distributed to ADS holders; or

•

We do not deliver satisfactory documents to the depositary bank; or

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The depositary bank determines that all or a portion of the distribution to ADS holders is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary bank in advance. If it is practicable and if we provide all of the documentation contemplated in the Deposit Agreement, the depositary bank will provide notice of the redemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary bank will convert into U.S. dollars upon the terms of the Deposit Agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary bank. ADS holders may have to pay fees, expenses, taxes and other governmental charges upon the redemption of ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary bank may determine.

Changes Affecting Ordinary Shares

The Ordinary Shares held on deposit for ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Ordinary Shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.

If any such change were to occur, the ADSs would, to the extent permitted by law and the Deposit Agreement, represent the right to receive the property received or exchanged in respect of the Ordinary Shares held on deposit. The depositary bank may in such circumstances deliver new ADSs, amend the Deposit Agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Ordinary Shares. If the depositary bank may not lawfully distribute such property to the ADS holders, the depositary bank may sell such property and distribute the net proceeds to ADS holders as in the case of a cash distribution.

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Issuance of ADSs upon Deposit of Ordinary Shares

The depositary bank may create ADSs upon the deposit Ordinary Shares with the custodian. The depositary bank will deliver these ADSs to the person such ADS holder indicates only after payment of any applicable issuance fees and any charges and taxes payable for the transfer of the Ordinary Shares to the custodian. The ability to deposit Ordinary Shares and receive ADSs may be limited by U.S. and Swiss legal considerations applicable at the time of deposit.

The issuance of ADSs may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Ordinary Shares have been duly transferred to the custodian. The depositary bank will only issue ADSs in whole numbers.

When Ordinary Shares are deposited with the depositary bank, the shareholder will be responsible for transferring good and valid title to the depositary bank. As such, the shareholder will be deemed to represent and warrant that:

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The Ordinary Shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

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All preemptive (and similar) rights, if any, with respect to such Ordinary Shares have been validly waived or exercised.

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The shareholder is duly authorized to deposit the Ordinary Shares.

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The Ordinary Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the Deposit Agreement).

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The Ordinary Shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and the depositary bank may, at the shareholder’s cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination, and Split Up of ADRs

ADR holders will be entitled to transfer, combine or split up the ADRs and the ADSs evidenced thereby. For transfers of ADRs, holders will have to surrender the ADRs to be transferred to the depositary bank and also must:

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ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;

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provide such proof of identity and genuineness of signatures as the depositary bank deems appropriate;

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provide any transfer stamps required by the State of New York or the United States; and

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pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the Deposit Agreement upon the transfer of ADRs.

To have ADRs either combined or split up, a holder must surrender the ADRs in question to the depositary bank with a request to have them combined or split up, and must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the Deposit Agreement, upon a combination or split up of ADRs.

Withdrawal of Ordinary Shares Upon Cancellation of ADSs

ADS holders will be entitled to present the ADSs to the depositary bank for cancellation and then receive the corresponding number of underlying Ordinary Shares at the custodian’s offices. The ability to withdraw the Ordinary Shares held in respect of the ADSs may be limited by U.S. and Swiss legal considerations applicable at the time of withdrawal. In order to withdraw the Ordinary Shares represented by ADSs, holders will be required to pay to the depositary bank the fees for cancellation of ADSs and any

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charges and taxes payable upon the transfer of the Ordinary Shares. Holders assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the Deposit Agreement.

The depositary bank may ask holders holding ADSs in their name to provide proof of identity and genuineness of any signature and such other documents as the depositary bank may deem appropriate before it will cancel the ADSs. The withdrawal of the Ordinary Shares represented by the ADSs may be delayed until the depositary bank receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary bank will only accept ADSs for cancellation that represent a whole number of securities on deposit.

ADS holders will have the right to withdraw the securities represented by the ADSs at any time except for:

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Temporary delays that may arise because (i) the transfer books for the Ordinary Shares or ADSs are closed, or (ii) Ordinary Shares are immobilized on account of a shareholders’ meeting or a payment of dividends.

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Obligations to pay fees, taxes and similar charges.

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Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The Deposit Agreement may not be modified to impair ADS holders’ rights to withdraw the securities represented by the ADSs except to comply with mandatory provisions of law.

Voting Rights

ADS holders generally have the right under the Deposit Agreement to instruct the depositary bank to exercise the voting rights for the Ordinary Shares represented by the ADSs. The voting rights of holders of Ordinary Shares are described in the “Description of Swiss Share Capital” in this proxy statement/prospectus.

At our request, the depositary bank will distribute to ADS holders any notice of shareholders’ meeting received from us together with information explaining how to instruct the depositary bank to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary bank may distribute to holders of ADSs instructions on how to retrieve such materials upon request.

If the depositary bank timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.

Securities for which no voting instructions have been received will not be voted (except as otherwise contemplated in the Deposit Agreement). Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure ADS holders that they will receive voting materials in time to enable the return of voting instructions to the depositary bank in a timely manner.

Fees and Charges

ADS holders will be required to pay the following fees (some of which may be cumulative) under the terms of the Deposit Agreement:

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	Service			Fees
	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 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 Deposit Agreement) into freely transferable ADSs, and vice versa or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the Deposit Agreement)).			Up to US$0.05 per ADS (or fraction thereof) converted

ADS holders will also be responsible to pay certain charges (some of which may be cumulative) such as:

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taxes (including applicable interest and penalties) and other governmental charges;

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the registration fees as may from time to time be in effect for the registration of Ordinary Shares on the share register and applicable to transfers of Ordinary Shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively;

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certain cable, telex and facsimile transmission and delivery expenses;

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the fees, expenses, spreads, taxes and other charges of the depositary bank and/or service providers (which may be a division, branch or affiliate of the depositary bank) in the conversion of foreign currency;

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the reasonable and customary out-of-pocket expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to Ordinary Shares, ADSs and ADRs; and

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the fees, charges, costs and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the ADR program.

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ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs is charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary bank into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

In the event of refusal to pay the depositary bank fees, the depositary bank may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set off the amount of the depositary bank fees from any distribution to be made to the ADS holder. The fees and charges ADS holders are required to pay may vary over time and may be changed by us and by the depositary bank. ADS holders will receive prior notice of such changes. The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time. Any failure by us to timely pay any fees, charges and reimbursements of the depositary bank for which we are responsible pursuant to the Deposit Agreement, or any ancillary agreement between us and the depositary bank, may suspend the obligation of the depositary bank to provide the services contemplated in the Deposit Agreement at our expense (including services being made available to ADS holders), and the depositary bank shall have no obligation to provide any such services made available at our expense (including services being made available to ADS holders) unless and until we have made payment in full.

Amendments and Termination

We may agree with the depositary bank to modify the Deposit Agreement at any time without the consent of the ADS holders. We undertake to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the Deposit Agreement. We will not consider to be materially prejudicial to the substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges ADS holders are required to pay. In addition, we may not be able to provide ADS holders with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

ADS holders will be bound by the modifications to the Deposit Agreement if they continue to hold ADSs after the modifications to the Deposit Agreement become effective. The Deposit Agreement cannot be amended to prevent ADS holders from withdrawing the Ordinary Shares represented by ADSs (except as permitted by law).

We have the right to direct the depositary bank to terminate the Deposit Agreement. Similarly, the depositary bank may in certain circumstances on its own initiative terminate the Deposit Agreement. In

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either case, the depositary bank must give notice to the holders at least 30 days before termination. Until termination, rights under the Deposit Agreement will be unaffected.

After termination, the depositary bank will continue to collect distributions received (but will not distribute any such property until the cancellation of ADSs is requested) and may sell the securities held on deposit. After the sale, the depositary bank will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

In connection with any termination of the Deposit Agreement, the depositary bank may make available to owners of ADSs a means to withdraw the Ordinary Shares represented by ADSs and to direct the depositary bank of such Ordinary Shares into an unsponsored American depositary share program established by the depositary bank. The ability to receive unsponsored American depositary shares upon termination of the Deposit Agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the payment of applicable depositary fees.

Books of Depositary

The depositary bank will maintain ADS holder records at its depositary office. ADS holders may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the Deposit Agreement.

The depositary bank will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

The Deposit Agreement limits our obligations and the depositary bank’s obligations to ADS holders, as outlined below:

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We and the depositary bank are obligated only to take the actions specifically stated in the Deposit Agreement without negligence or bad faith.

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The depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the Deposit Agreement.

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The depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to ADS holders on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Ordinary Shares, for the validity or worth of the Ordinary Shares, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that result from the ownership of, or any transaction involving, ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the Deposit Agreement, for the timeliness of any of our notices or for our failure to give notice.

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We and the depositary bank will not be obligated to perform any act that is inconsistent with the terms of the Deposit Agreement.

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We and the depositary bank disclaim any liability if we or the depositary bank are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our Articles of Association or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

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We and the depositary bank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in our Articles of Association or in any provisions of or governing the securities on deposit.

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We and the depositary bank further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Ordinary Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

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We and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Ordinary Shares but is not, under the terms of the Deposit Agreement, made available to ADS holders.

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We and the depositary bank may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

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We and the depositary bank also disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement.

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No disclaimer of any Securities Act liability is intended by any provision of the Deposit Agreement.

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Nothing in the Deposit Agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, the depositary bank and the ADS holder.

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Nothing in the Deposit Agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests, and nothing in the Deposit Agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions.

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We and the depositary bank disclaim any liability for the manner in which ADS holders elect to own and/or hold ADSs (e.g., in a brokerage account vs. as registered holder on the register of ADSs maintained by the depositary bank), the type of ADSs elected to hold or own (e.g., freely transferable ADSs vs. restricted ADSs, and/or full entitlement ADSs vs. partial entitlement ADSs), or the timeframe of issuance and ownership of ADSs (e.g., as of an ADS record date vs. before and/or after an ADS record date).

As the above limitations relate to our obligations and the depositary’s obligations to ADS holders under the Deposit Agreement, we believe that, as a matter of construction of the clause, such limitations would likely to continue to apply to ADS holders who withdraw the Ordinary Shares from the ADS facility with respect to obligations or liabilities incurred under the Deposit Agreement before the cancellation of the ADSs and the withdrawal of the Ordinary Shares, and such limitations would most likely not apply to ADS holders who withdraw the Ordinary Shares from the ADS facility with respect to obligations or liabilities incurred after the cancellation of the ADSs and the withdrawal of the Ordinary Shares and not under the Deposit Agreement.

In any event, ADS holders will not be deemed, by agreeing to the terms of the Deposit Agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, ADS holders cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Taxes

ADS holders will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary bank and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. ADS holders will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary bank may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary bank and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on an ADS holder’s behalf. However, ADS holders may be required to provide to the depositary bank and to the custodian proof of taxpayer status and residence and such other information as the depositary bank and the custodian may require to fulfill legal obligations. ADS holders

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are required to indemnify us, the depositary bank and the custodian for any claims with respect to taxes based on any tax benefit obtained for a holders’ benefit.

Foreign Currency Conversion

The depositary bank will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the Deposit Agreement. ADS holders may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary bank may take the following actions in its discretion:

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Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

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Distribute the foreign currency to holders for whom the distribution is lawful and practical.

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Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury Trial

The Deposit Agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of Ordinary Shares (including Ordinary Shares represented by ADSs) are governed by the laws of Switzerland.

ADS holders irrevocably agree that any legal action arising out of the Deposit Agreement, the ADSs or the ADRs, involving the Company or the Depositary may only be instituted in a state or federal court in the city of New York.

AS A PARTY TO THE DEPOSIT AGREEMENT, ADS HOLDERS IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY BANK.

The Deposit Agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our Ordinary Shares, the ADSs or the Deposit Agreement, including any claim under U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, ADS holders will not be deemed, by agreeing to the terms of the Deposit Agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Comparison of Shareholder Rights

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Swiss Articles and the proposed amendments made to our Articles (the “Proposed Amendments”) comply with the requirements of the HK Listing Rules and the legal advisers to the Company as to laws of Switzerland have confirmed that the Proposed Amendments do not violate the applicable laws of Switzerland.

The following is a summary of the material differences among (i) the current rights of BeiGene shareholders under the Cayman Companies Act and our Articles, (ii) the proposed rights of BeiGene shareholders under Swiss law and the Proposed Swiss Articles and organizational regulations, and (iii) for comparative purposes only, the rights of stockholders of a Delaware corporation under the Delaware General Corporation Law (the “DGCL”) and customary charter and bylaw provisions of Delaware corporations. For additional discussions on material differences in the rights of shareholders under HK Listing Rules and STAR Market Listing Rules, please refer to Exhibits B-1 and B-2, respectively, attached to this proxy statement/prospectus.

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The following summary, however, is not complete and does not identify all differences that may, under given situations, be material to BeiGene shareholders and is subject in all respects, and is qualified by reference, to Cayman law, Swiss law, Delaware law, our Articles, which are incorporated by reference as exhibits to our Annual Report on Form 10-K filed with the SEC, the Proposed Swiss Articles, which are attached hereto as Exhibit A to this proxy statement/prospectus, and the proposed organizational regulations of BeiGene (Switzerland), which are attached as Exhibit 3.2 to the registration statement of which this proxy statement/prospectus forms a part. See “Where You Can Find More Information.”

Authorized Capital Stock / Issued Share Capital

BeiGene (Cayman)

BeiGene (Cayman)’s authorized share capital is US$1,000,000 divided into:

•

9,500,000,000 Ordinary Shares, par value US$0.0001 per share, of which [•] Ordinary Shares were issued and outstanding as of [•], 2024; and

•

500,000,000 shares of a par value of US$0.0001 each of such class or classes (howsoever designated) as the Board of Directors may determine, [•] shares of which were issued and outstanding as of [•], 2024.

BeiGene (Cayman)’s Ordinary Shares currently issued and outstanding are fully paid and non-assessable. “Non-assessable” means, with respect to the Ordinary Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by BeiGene (Cayman) or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

BeiGene (Switzerland)

BeiGene (Switzerland)’s issued share capital upon the effectiveness of the Continuation is expected to amount to approximately US$[•], divided into approximately [•] Registered Shares with a nominal amount of US$0.0001. The actual issued share capital and number of issued shares will be based on the number of Ordinary Shares issued and outstanding at the time of the Continuation.

In addition, the Proposed Swiss Articles provide for a capital band and a conditional share capital that will provide our Board of Directors and the Company, respectively, with the power to issue Registered Shares without shareholder approval. See “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Our Capital Structure.”

Delaware

Delaware permits the certificate of incorporation of a Delaware corporation to authorize the corporation to issue one or more classes of stock and one or more series within each class. Each class and each series may be with or without par value and is entitled to such voting powers or absence of voting powers and such designations, preferences, and relative participating, optional, or other special rights as are set forth in the certificate of incorporation.

Preferred Stock

BeiGene (Cayman)

Our Articles provide that the directors may provide, out of the unissued shares (other than unissued Ordinary Shares) for classes of preferred shares in their absolute discretion and without approval by BeiGene (Cayman)’s shareholders. Before any such preferred shares may be issued, the Directors must resolve the following rights and preferences of such class:

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the designation of such class and the number of preferred shares to constitute such class;

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whether the shares of such class shall have voting rights, in addition to any voting rights provided by the Cayman Companies Act, and, if so, the terms of such voting rights, which may be general or limited;

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•

the dividends, if any, payable on such class, whether any such dividends shall be cumulative and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other class of preferred shares;

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whether the preferred shares of such class shall be subject to redemption by BeiGene (Cayman), and, if so, the times, prices and other conditions of such redemption;

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the amount or amounts payable upon preferred shares of such class upon, and the rights of the holders of such class in, a voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of BeiGene (Cayman);

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whether the preferred shares of such class shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such class for retirement or other corporate purposes and the terms and provisions relative to the operation of the retirement or sinking fund;

•

whether the preferred shares of such class shall be convertible into, or exchangeable for shares of any other class of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

•

the limitations and restrictions, if any, to be effective while any preferred shares of such class are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by BeiGene (Cayman) of, the existing shares or any other class of shares or any other class of preferred shares;

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the conditions or restrictions, if any, upon the creation of indebtedness of BeiGene (Cayman) or upon the issue of any additional shares, including additional shares of such class or of any other class of shares or any other class of preferred shares; and

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any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions, of such class or of any other class of shares or any other class of preferred shares.

BeiGene (Switzerland)

BeiGene (Switzerland) may issue preferred stock (Vorzugsaktien) or privileged voting shares (Stimmrechtsaktien) by amendment of its articles of association as approved by resolution of its shareholders by way of a qualified majority vote of two-thirds of the votes represented at the shareholders’ meeting. Preferential rights of preferred stock may extend to, in particular, cumulative or non-cumulative dividends, liquidation proceeds, and preemptive rights in the case of the issuance of new shares.

Delaware

Delaware permits the certificate of incorporation of a Delaware corporation to authorize the corporation to issue one or more classes of preferred stock and one or more series within each class. Each class and each series may be with or without par value and is entitled to such voting rights, and such preferences and relative, participating, optional and other rights and limitations not inconsistent with the DGCL, including rights and preferences with respect to dividends and liquidation. The terms of the preferred stock must be set forth in the certificate of incorporation or in a certificate of designation and may, in the absence of a restriction in the certificate of incorporation, be established by the Board of Directors without the consent of stockholders.

Voting Rights

BeiGene (Cayman)

Our Articles provide that the quorum required for a general meeting of shareholders at which an ordinary resolution has been proposed consists of such shareholders present in person or by proxy who

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together hold shares which carry the right to at least a simple majority of all votes capable of being exercised on a poll. The quorum required for a general meeting at which a special resolution has been proposed consists of such shareholders present in person or by proxy who together hold shares which carry the right to at least two-thirds of all votes capable of being exercised on a poll.

Generally, we may, from time to time by special resolution:

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alter or add to our Articles of Association;

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alter or add to our Memorandum of Association with respect to any objects, powers or other matters specified therein;

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reduce our share capital or any capital redemption reserve fund;

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wind up BeiGene (Cayman), if such winding is initiated by the directors;

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merge or consolidate with one or more constituent companies;

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change our name.

Each holder of our Ordinary Shares is entitled to one vote per share on all matters submitted to a vote of shareholders at any meeting.

Our Articles provide that, generally, extraordinary general meetings of BeiGene (Cayman)’s shareholders may be called only by directors or at the request in writing of shareholders holding at least 10% of the voting rights of the issued shares of BeiGene (Cayman).

BeiGene (Switzerland)

Each Registered Share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in the share register of BeiGene (Switzerland) (including the branch share registers maintained in Hong Kong and Shanghai) through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative or, on the basis of a written proxy, by any other representative who need not be a shareholder.

Shareholders wishing to exercise their voting rights who hold their shares through a broker, bank, or other nominee should follow the instructions provided by such broker, bank, or other nominee or, absent instructions, contact such broker, bank, or other nominee for instructions. Shareholders holding their Registered Shares through a broker, bank, or other nominee, will not automatically be registered in the share register of BeiGene (Switzerland). If any such shareholder wishes to be registered in the share register of BeiGene (Switzerland), such shareholder should contact the broker, bank, or other nominee through which it holds Registered Shares.

The Proposed Swiss Articles do not limit the number of Registered Shares that may be voted by a single shareholder.

Treasury shares, whether owned by BeiGene (Switzerland) or one of the subsidiaries controlled by BeiGene (Switzerland), will not carry any voting rights at general meetings of shareholders.

Swiss law does not provide for the right of cumulative voting.

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Pursuant to the Swiss Code of Obligations, shareholders have the exclusive right to determine the following matters:

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adoption and amendment of the Proposed Swiss Articles;

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election of members of the Board of Directors, its chair, the members of the compensation committee, the independent voting rights representative, and the statutory auditor;

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approval of the annual management report, the standalone statutory financial statements, and the consolidated financial statements;

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approval of the allocation of profit shown on the balance sheet contained in the standalone statutory financial statements of the company, in particular the determination of dividend and other capital distributions to shareholders (including by way of repayment of statutory capital reserve, such as in the form of qualifying capital contribution reserves);

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discharge of the members of the Board of Directors and the persons entrusted with management from liability for previous business conduct, to the extent such conduct is known to the shareholders;

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approval of the compensation of the Board of Directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of the Board of Directors and executive management in the prior fiscal year;

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delisting of the company’s equity securities;

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approval of the report on non-financial matters pursuant to article 964c of the Swiss Code of Obligations; and

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any other resolutions submitted to a general meeting of shareholders pursuant to law, the Proposed Swiss Articles, or by voluntary submission by the Board of Directors (unless a matter is within the exclusive competence of the Board of Directors pursuant to the Swiss Code of Obligations).

Pursuant to the Proposed Swiss Articles, the shareholders generally pass resolutions by the affirmative vote of a simple majority of the votes cast at the meeting (broker non-votes, abstentions, blank, and invalid ballots will be disregarded), unless otherwise provided by law or the Proposed Swiss Articles.

In addition, Nasdaq requires a shareholder vote for certain matters such as:

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the approval of equity compensation plans (or certain amendments to such plans);

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the issuance of shares equal to or in excess of 20% of the voting power of the shares outstanding before the issuance of such shares (subject to certain exceptions, such as public offerings for cash and certain bona fide private placements);

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certain issuances of shares to related parties; and

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issuances of shares that would result in a change of control.

For these types of matters, the minimum vote which will constitute shareholder approval for Nasdaq listing purposes is the approval by a majority of votes cast, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.

For the approval of certain matters, the Swiss Code of Obligations requires the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting. See “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Proposed Swiss Articles — Quorum and Majority Requirements for Shareholders’ Meetings.”

Pursuant to our Proposed Swiss Articles, where there is any Interested Shareholders with regard to a particular resolution of the general meeting, the relevant majority under the Proposed Swiss Articles or applicable law for such resolution of the general meeting of shareholders to be passed shall be (i) the default majority under applicable law or the provisions of the Proposed Swiss Articles, and (ii) the majority of the

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votes cast by the Disinterested Shareholders. See “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Proposed Swiss Articles — Quorum and Majority Requirements for Shareholders’ Meetings.”

Delaware

Each share of Delaware common stock is typically entitled to one vote per share on all matters to be voted upon by such shares. Section 214 of the DGCL provides that no cumulative voting rights exist in respect of elections of directors unless otherwise stated in the corporation’s certificate of incorporation.

The presence, in person or by proxy, of shares representing a majority of the votes entitled to be cast at any Delaware stockholders’ meeting constitutes a quorum, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. Typically, elections of directors at all meetings of stockholders called for such purpose will be by ballot. Unless as otherwise provided in the certificate of incorporation or bylaws, proposals, other than the election of directors, are passed upon a vote of the majority of the voting stock represented at a meeting at which a quorum is present, and directors are elected by a vote of a plurality of the shares so represented. Proposals are passed upon a vote of the majority of the shares of Delaware common stock represented at a meeting at which a quorum is present.

Supermajority Voting

BeiGene (Cayman)

The following actions, among others, require the approval of a special resolution, being the affirmative vote of at least two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting:

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altering or adding to our Articles of Association;

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altering or adding to our Memorandum of Association with respect to any objects, powers or other matters specified therein;

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reducing our share capital or any capital redemption reserve fund;

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winding up BeiGene (Cayman), if such winding is initiated by the directors. If BeiGene (Cayman) is unable to pay its debts as they fall due, then it may be wound-up by an ordinary resolution. In any other circumstances, the requisite majority to wind-up BeiGene (Cayman) shall be 100%;

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merging or consolidating with one or more constituent companies;

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registering by way of continuation in a jurisdiction outside the Cayman Islands; or

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changing our name.

BeiGene (Switzerland)

In line with the Swiss Code of Obligations, the Proposed Swiss Articles requires the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting for the approval of the following matters:

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the amendment to or the modification of the purpose of BeiGene (Switzerland);

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the combination of shares listed on a stock exchange;

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an increase in share capital through the conversion of equity surplus, against contributions in kind or by way of set-off with a receivable and the granting of special privileges;

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the limitation or withdrawal of subscription rights;

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the introduction of, amendments to, or an extension of a conditional share capital, or the introduction of a capital band;

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the restriction of the transferability of Registered Shares and the cancellation of such a restriction;

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the introduction of shares with privileged voting rights;

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the change of currency of the share capital;

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the introduction of the casting vote of the acting chair in the general meeting;

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the delisting of the company’s equity securities;

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the relocation of the place of incorporation and residence of BeiGene (Switzerland);

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the introduction of an arbitration provision in the articles of association; and

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the dissolution of BeiGene (Switzerland).

The same supermajority voting requirements apply to resolutions in relation to transactions among corporations based on the Merger Act, including a merger, demerger, or conversion of a corporation (other than cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the acquiring company or of another company — in such a merger, an affirmative vote of 90% of the outstanding Registered Shares is required). Swiss law may also impose a supermajority requirement of at least two-thirds of the voting rights and a majority of the par value of the Registered Shares, each as represented at a general meeting, in connection with the sale of “all or substantially all of its assets” by BeiGene (Switzerland). See “Proposal No. 1: Approval of the Continuation — Description of Swiss Share Capital — Proposed Swiss Articles — Quorum and Majority Requirements for Shareholders’ Meetings.”

Delaware

Unless otherwise specified in a corporation’s certificate of incorporation, the DGCL requires the affirmative vote of a majority of the outstanding voting stock to approve a merger, sale of assets or similar reorganization transaction.

Action Without a Meeting

BeiGene (Cayman)

Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of BeiGene (Cayman), as permitted by the Cayman Companies Act and our Articles.

BeiGene (Switzerland)

Under Swiss law, shareholder resolutions may also be adopted by way of written consent of all shareholders (unless one shareholder requires that an in-person meeting be held).

Delaware

Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, any action required or permitted to be taken at a stockholders’ meeting may be taken by written consent signed by the holders of the number of shares that would have been required to effect the action at an actual meeting of the stockholders.

Meetings of Shareholders

BeiGene (Cayman)

Our Articles provide that, to the extent required by relevant stock exchange rules, BeiGene (Cayman) shall hold an annual general meeting of the shareholders of BeiGene (Cayman) for each fiscal year as its annual general meeting, at such time and place as the Board of Directors may appoint. Shareholders may

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directly or indirectly be able to bring an action requiring the directors to convene an annual general meeting in accordance with the provisions of our Articles. Our Articles provide that extraordinary general meetings of shareholders may be called by the Board of Directors and shall be called by the Board of Directors on the requisition in writing of shareholders of BeiGene (Cayman) holding at least one-tenth (1/10) of the voting rights of such issued shares of the Company as at the date of the deposit of the requisition of meeting.

BeiGene (Switzerland)

Under the Swiss Code of Obligations and our Proposed Swiss Articles, we must hold an annual ordinary general meeting of shareholders within six months after the end of our fiscal year for the purpose, among other things, of approving the annual (standalone and consolidated) financial statements and the annual management report, annually electing the chair of the Board of Directors and the members of the Board of Directors, the members of the compensation committee, and annually approving the maximum aggregate compensation payable to the Board of Directors and the members of the executive management team. Our annual shareholders’ meeting must be held within six months after the end of a fiscal year. The invitation to general meetings may, at the election of the Board of Directors, be published in the Swiss Official Gazette of Commerce, be included in the proxy statement filed in connection with the relevant ordinary general meeting or given to the most recent contact information of the shareholder at least 21 calendar days prior to the relevant general meeting of shareholders. No resolutions may be passed at a shareholders’ meeting concerning agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders’ meeting to convene an extraordinary meeting, to initiate a special investigation or to elect an auditor. No previous notification will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.

Delaware

Delaware corporations may hold annual meetings on such date and at such place as may be designated by or in the manner provided in their bylaws. Under Section 211(d) of the DGCL, the board of directors or those persons authorized by the corporation’s certificate of incorporation or bylaws may call a special meeting of the corporation’s stockholders.

Director Nominations/Shareholder Proposals

BeiGene (Cayman)

Other than pursuant to a shareholders’ requisition, our Articles provide that members have no right to propose resolutions to be considered or voted upon at annual general meetings or extraordinary general meetings under our Articles.

At a general meeting convened by requisitionists, a person may be appointed or elected to be a director or removed (with or without cause) as a director and the size of the Board of Directors may be increased by an ordinary resolution. For this purpose, an ordinary resolution means a resolution passed by shareholders

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who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of BeiGene (Cayman) and who together hold a simple majority of the issued shares carrying the right to vote as at the record date of such general meeting. Members who requisition an ordinary meeting may otherwise only propose ordinary resolutions.

BeiGene (Switzerland)

Under the Proposed Swiss Articles and Swiss law, shareholders who hold, alone or together, at least 0.5% of the share capital or votes and are insofar recorded in the share register may request that an item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one or more directors for election. A request for inclusion of an item on the agenda must be in writing and received by BeiGene (Switzerland) at least 120 but not more than 150 calendar days prior to the meeting. To nominate a nominee, the shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in BeiGene (Switzerland)’s proxy materials) on which BeiGene (Switzerland)’s definitive proxy statement for the prior year’s annual general meeting was first released to BeiGene (Switzerland)’s shareholders, deliver a notice to, and such notice must be received by, BeiGene (Switzerland) at its registered office; provided, however, that if the annual general meeting is not scheduled to be held within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that BeiGene (Switzerland) first makes public disclosure regarding such other meeting date. The request must specify the relevant agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the SEC.

Delaware

Delaware law permits the certificate of incorporation or bylaws of a corporation to contain reasonable procedures for the submission of proposals for consideration at a meeting of stockholders, including nominations of directors.

Directors

BeiGene (Cayman)

Our Articles provide that BeiGene (Cayman)’s Board of Directors shall consist of a minimum of three directors and shall be divided into three classes with the terms of office of each class ending in successive years. Our Articles do not provide for a maximum number of directors and empower the Board of Directors to appoint persons to fill any vacancies on the Board of Directors until the next Annual General Meeting of Shareholders, subject to compliance with relevant stock exchange rules and procedures.

Directors may be removed (with or without cause) by ordinary resolution. For this purpose, an ordinary resolution means a resolution passed by shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of BeiGene (Cayman) and who together hold a simple majority of the issued shares carrying the right to vote as at the record date of such general meeting.

BeiGene (Switzerland)

The Proposed Swiss Articles provide that the number of directors of BeiGene (Switzerland) shall be not less than three. Within that range, the Board of Directors of BeiGene (Switzerland) has the authority to propose nominees for election by the general meeting of shareholders. The Proposed Swiss Articles provide that the general meeting of shareholders has the inalienable power to elect the members of the Board of Directors, along with the chair of the Board of Directors. Each director is elected individually and holds a term of office until the completion of the next annual general meeting. Re-election is possible. The Proposed Swiss Articles provide that directors are elected at a general meeting of shareholders by a simple majority of the votes cast at the general meeting (whereby abstentions, broker non-votes, blank or invalid ballots shall be disregarded for purposes of establishing the majority).

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Under the Swiss Code of Obligations, board members may at any time, with or without cause and with immediate effect, resign from office.

Under Swiss law, board members may be removed at any time without cause and with immediate effect, i.e., prior to the expiration of their one-year term of office, by resolution of the shareholders at an extraordinary shareholders’ meeting.

Delaware

Delaware law permits the certificate of incorporation to provide for a maximum and/or minimum number of directors with the exact number to be determined by the board of directors. Delaware law also permits the directors to be divided into one, two or three classes with staggered terms such that one class will expire each year. Each director holds office until his or her successor is duly elected and qualified.

Delaware law provides that unless otherwise provided in the certificate of incorporation, directors serving staggered terms may only be removed for cause.

Standard of Conduct for Directors

BeiGene (Cayman)

As a matter of Cayman law, directors of a Cayman company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman law, directors owe the following fiduciary duties: (1) duty to act in good faith in what the director believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not improperly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

BeiGene (Switzerland)

A director of a Swiss company is bound to performance standards as specified in the Swiss Code of Obligations. Under these standards, a director must act in accordance with the duties imposed by statutory law, in accordance with the company’s articles of association, and in the best interests of the company. A director is generally disqualified from participating in a decision that directly affects him or her. A director must generally safeguard the interests of the company in good faith, adhere to a duty of loyalty and a duty of care, and absent special circumstances, extend equal treatment to all shareholders in like circumstances. The members of the Board of Directors of BeiGene (Switzerland) are liable to BeiGene (Switzerland), its shareholders and, in bankruptcy, its creditors for damage caused by the violation of their duties. So long as the majority of the Board of Directors is disinterested and acts on an informed basis and with the belief that its actions are in the best interests of the company, a decision made by the Board of Directors would be protected by a judicially developed business judgment rule (based on which courts exercise restraint in reviewing business decisions of a company’s Board of Directors); at least as long as no special statutory duties of the Board of Directors are triggered, such as by the company’s overall indebtedness or liquidity situation.

Delaware

The DGCL contains specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act in good faith without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the shareholders.

The DGCL provides that the business and affairs of a Delaware corporation shall be managed by or under the direction of the board of directors. The DGCL permits a board of directors or any committee of the board of directors of a Delaware corporation to delegate officers of the corporation to the extent permitted by law.

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Limitation of Director and Officer Liability

BeiGene (Cayman)

Our Articles include a provision indemnifying the directors (including alternate directors), secretary, assistant secretary or other officers of BeiGene (Cayman) (each, an “Indemnified Person”) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of BeiGene (Cayman)’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning BeiGene (Cayman) or its affairs in any court whether in the Cayman Islands or elsewhere. Our Articles also provide that no Indemnified Person shall be liable:

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for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of BeiGene (Cayman);

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for any loss on account of defect of title to any property of BeiGene (Cayman);

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on account of the insufficiency of any security in or upon which any money of BeiGene (Cayman) shall be invested;

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for any loss incurred through any bank, broker or other similar person;

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for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such indemnified persons’ part; or

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for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such indemnified person’s position or in relation thereto;

unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

BeiGene (Switzerland)

Swiss law does not permit a company to exempt any member of its Board of Directors from any liability for damages suffered by the company, the shareholders, or the company’s creditors caused by intentional or negligent violation of that director’s duties. However, the general meeting of shareholders may pass a resolution discharging the members of the Board of Directors from liability for certain limited actions. Such release is effective only for facts that have been disclosed to the shareholders and only vis-à-vis the company and those shareholders who have consented to the resolution or who acquired shares subsequently with knowledge of the resolution.

Delaware

The DGCL permits the certificate of incorporation of a Delaware corporation to provide that directors and officers shall not be personally liable to the corporation or its stockholders for monetary damages resulting from a breach of fiduciary duty as a director or officer except, as required by the DGCL, for liability arising from:

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a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders;

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a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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a director under the Section 174 of the DGCL;

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a director or officer for any transaction from which the director or officer derived an improper personal benefit; or

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an officer in any action by or in the right of the corporation.

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Directors’ Conflicts of Interest

BeiGene (Cayman)

Our Articles provide that no director will be disqualified from office or prevented by such office from contracting with BeiGene. In addition, subject to the relevant stock exchange rules and disqualification by the chairman of the relevant board meeting, a director interested in any contract with the Company may vote in respect of that contract or transaction in which he or she is interested provided that he or she discloses the nature of his or her interest prior to the Board of Directors’ consideration of it.

BeiGene (Switzerland)

Under the Swiss Code of Obligations, a director is required to safeguard the interests of the company and to adhere to a duty of loyalty and a duty of care. The Swiss Code of Obligations expressly requires members of the Board of Directors to inform each other immediately and fully of any conflicts of interest affecting them. It is then the responsibility of the Board of Directors to take the measures necessary to safeguard the interests of the company. Generally, a material conflict of interest disqualifies that director from participating in any board discussions and decisions affecting his or her interest. Breach of these principles may also entail personal liability of the directors to the company. In addition, the Swiss Code of Obligations requires a director to return to the company payments made to a director if such payments are not made on an arm’s length basis or if the recipient of the payment was acting in bad faith. The Board of Directors of BeiGene (Switzerland) has a written policy with respect to related-person transactions pursuant to which such transactions are reviewed, approved, or ratified.

Delaware

The DGCL provides that contracts or transactions between a corporation and one or more of its directors, or between a corporation and any other entity in which one or more of its directors are directors or have a financial interest, are not void or voidable solely because of such interest or because such interested director is present at or participates in the meeting of the board that authorizes the transaction or because his or her vote is counted, as long as one of the following three conditions is satisfied:

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the interest is disclosed and a majority of the disinterested directors approve the transaction (this constituting not only approval, but also a quorum);

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the interest is disclosed and the transaction is approved “in good faith” by vote of the stockholders; or

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the transaction is fair to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the stockholders.

Indemnification and Insurance

BeiGene (Cayman)

Cayman law does not limit the extent to which a company’s articles of association may provide for the indemnification of officers and directors, except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy, for instance, for purporting to provide indemnification against the consequences of committing a crime. Our Articles provide that it will indemnify its directors and officers against certain liabilities as set out above.

Our Articles also provide that the directors, on behalf of BeiGene (Cayman), may purchase and maintain insurance for the benefit of any director or other officer of BeiGene (Cayman) against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to BeiGene (Cayman).

BeiGene (Switzerland)

We believe, based on the interpretation of leading Swiss legal scholars, that under Swiss law, the company may indemnify its directors and officers unless the indemnification results from a breach of their

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duties that constitutes gross negligence or intentional breach of duty of the director or officer concerned. The Proposed Swiss Articles make indemnification of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of BeiGene (Switzerland) to the fullest extent allowed by law. Under the Proposed Swiss Articles, a director or officer may not be indemnified if such person is found, in a final judgment or decree not subject to appeal, to have committed an intentional or grossly negligent breach of his or her statutory duties as a director or officer. Swiss law permits the company, or each director or officer individually, to purchase and maintain insurance on behalf of such directors and officers. BeiGene (Switzerland) may obtain such insurance from one or more third-party insurers or captive insurance companies. BeiGene (Switzerland) also plans to enter into indemnification agreements with each of its directors and executive officers, upon the completion of the Continuation, which will provide for indemnification and expense advancement and include related provisions meant to facilitate the indemnitee’s receipt of such benefits. The agreements provide that BeiGene (Switzerland) will indemnify each such director and executive officer if such director or executive officer acted in good faith and reasonably believed he was acting in the best interest of BeiGene (Switzerland) and, in addition, with respect to any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. The agreements provide that expense advancement is provided, subject to an undertaking by the indemnitee to repay amounts advanced if it is ultimately determined that he is not entitled to indemnification. The disinterested members of the Board of Directors of BeiGene (Switzerland) or an independent counsel will determine whether indemnification payment should be made in any particular instance. In making such determination, the Board of Directors or the independent counsel, as the case may be, must presume that the indemnitee is entitled to such indemnification, and BeiGene (Switzerland) has the burden of proof in seeking to overcome such presumption.

Delaware

Under the DGCL, a corporation may indemnify any director, officer, employee or agent involved in a third-party action by reason of his or her agreeing to serve, serving or formerly serving as an officer, director, employee or agent of the corporation, against all expenses, judgments, fines and settlement amounts paid in the third-party action, if the director, officer, employee or agent acted in good faith and reasonably believed that his or her actions were in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. In addition, a corporation may indemnify any director, officer, employee or agent involved in a derivative action brought by or on behalf of the corporation against expenses incurred in the derivative action, if the director, officer, employee or agent acted in good faith and reasonably believed that his or her actions were in, or not opposed to, the best interests of the corporation. If a person has been successful in defending a third-party or derivative action, indemnification for expenses incurred is mandatory under the DGCL.

The statutory provisions for indemnification are nonexclusive with respect to any other rights, such as contractual rights, to which a person seeking indemnification may be entitled. Furthermore, under the DGCL a corporation may advance expenses incurred by officers, directors, employees and agents in defending any action upon receipt of an undertaking by the person to repay the amount advanced if it is ultimately determined that such person is not entitled to indemnification.

In addition, under Delaware law, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or of another corporation against any liability arising out of the person’s status as a director, officer, employee or agent of the corporation, whether or not the Delaware corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Shareholder Derivative Suits

BeiGene (Cayman)

Cayman Islands courts have recognized derivative suits by shareholders; however, the consideration of such suits has been limited. In this regard, BeiGene has been advised that the Cayman Islands courts

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ordinarily would be expected to follow English precedent, which may permit a minority shareholder to commence an action against or a derivative action in the name of the company to remedy a wrong done to the company where, for example:

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the act complained of is alleged to be beyond the corporate power of the company or illegal;

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the act complained of is alleged to constitute a fraud against the minority perpetrated by those in control of the company; or

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the act requires approval by a greater percentage of the company’s shareholders than actually approved it.

A shareholder may also be able to bring a personal action against a company where the right alleged to have been infringed is a personal right vested in the individual shareholder.

BeiGene (Switzerland)

Under Swiss law, each shareholder is entitled to file an action for damage caused to the company. The general meeting may resolve that the company shall bring the action and entrust the Board of Directors or a representative thereof with the conduct of the proceedings. The claim of the shareholder is for performance to the company. If the shareholder, based upon the factual and legal situation, had sufficient cause to file an action, the judge has discretion to impose all costs the plaintiff incurred in prosecuting the action on the company.

Shareholders who suffer a direct loss due to an intentional or negligent breach of a director’s or senior officer’s duties may sue in their personal capacity for monetary compensation.

In addition, under the Swiss Code of Obligations, each shareholder may petition the competent Swiss court to have a decision of the general meeting of shareholders declared invalid on the grounds that the decision violates the company’s articles of association or the law.

Delaware

Under the DGCL, a stockholder of a Delaware corporation may initiate a derivative action to enforce a right of the corporation if the corporation fails to enforce that right itself. The complaint pursuant to such an action must state that:

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the plaintiff was a stockholder in the corporation at the time of the transaction of which the plaintiff complains; or

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the plaintiff’s shares thereafter devolved on the plaintiff by operation of law;

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and either:

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allege with particularity the efforts made by the plaintiff to first obtain the relief sought by the plaintiff from the corporation’s directors; or

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state the reasons for the plaintiff’s failure to obtain such relief or make such effort.

Dividends

BeiGene (Cayman)

Under Cayman law, BeiGene (Cayman)’s Board of Directors may pay such dividends out of BeiGene (Cayman)’s profits or out of the “share premium account” (similar to the concept of additional paid-in capital) if BeiGene (Cayman) has the ability to pay its debts as they become due immediately after payment of the dividend. Our Articles permit the Board of Directors to declare dividends out of profits or out of monies otherwise available for dividends in accordance with Cayman law.

BeiGene (Switzerland)

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including out of capital contribution reserves, each as will be presented on the balance sheet included in the annual standalone statutory financial statements of BeiGene (Switzerland). The affirmative vote of shareholders holding a simple majority of the votes cast at a general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority) must approve distributions of dividends. The Board of Directors may propose to shareholders that a distribution of dividends be paid but cannot itself authorize the dividends.

Under the Swiss Code of Obligations, if the statutory reserves of BeiGene (Switzerland) amount to less than 20% of the share capital recorded in the Swiss Commercial Register (i.e., 20% of the aggregate par value of the registered capital of BeiGene (Switzerland)), then at least 5% of the annual profit of BeiGene (Switzerland) must be allocated to the statutory profit reserve. The Swiss Code of Obligations and the Proposed Swiss Articles permit BeiGene (Switzerland) to accrue additional reserves. In addition, BeiGene (Switzerland) is required to create a special reserve on its standalone annual statutory balance sheet in the amount of the purchase price of Registered Shares of any of its group companies repurchases, which amount may not be used for dividends or subsequent repurchases. Own shares held directly by BeiGene (Switzerland) are presented on the standalone annual statutory balance sheet of BeiGene (Switzerland) as a reduction of total shareholders’ equity. Swiss companies generally must maintain a separate company standalone “statutory” balance sheet for the purpose of, among other things, determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. The statutory auditor of BeiGene (Switzerland) must confirm that a dividend proposal made to shareholders complies with the requirements of the Swiss Code of Obligations and the Proposed Swiss Articles. Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment; however, it is also possible to pay dividends or other distributions in, for example, quarterly instalments. The Proposed Swiss Articles provide that dividends that have not been claimed within five years after the due date become the property of BeiGene (Switzerland) and are allocated to the statutory profit reserves. For information about deduction of the withholding tax from dividend payments, see “Proposal No. 1: Approval of Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Refund of Swiss Withholding Tax on Dividends and Other Distributions.”

BeiGene (Switzerland) is expected to declare any distribution of dividends and other capital distributions in U.S. dollars and/or RMB. Further, as noted above, for the foreseeable future, we expect to pay dividends as a repayment of par value or a repayment of capital contribution reserves, which would not be subject to Swiss withholding tax. For information about such withholding taxes, see “Proposal No. 1: Approval of Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Refund of Swiss Withholding Tax on Dividends and Other Distributions.”

Delaware

Under the DGCL, a Delaware corporation’s board of directors, subject to restrictions set forth in the corporation’s certificate of incorporation, may declare and pay dividends out of (i) the surplus of the corporation, which is defined as net assets less statutory capital, or (ii) out of the net profits of the current and/or the preceding fiscal year. If, however, the capital of the corporation has been diminished to an amount less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having preference upon the distribution of assets, the board may not declare and pay dividends out of the corporation’s net profits until the deficiency in the capital has been repaired.

Repurchase of Shares

BeiGene (Cayman)

Under our Articles, subject to the Cayman Companies Act, BeiGene (Cayman) may, by agreement with the relevant shareholder, repurchase its own shares (including any redeemable shares) provided that the manner and terms of such purchase have been approved by the directors or by ordinary resolution (provided further that no repurchase may be made contrary to the terms or manner recommended by the directors).

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there are sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves. The aggregate par value of all Registered Shares held by BeiGene (Switzerland) and its group companies may not exceed 10% of the registered share capital. However, BeiGene (Switzerland) may repurchase its own Registered Shares beyond the statutory limit of 10% if the shareholders have passed a resolution at a general meeting of shareholders (including as part of the capital band provision included in the Proposed Swiss Articles) authorizing the Board of Directors to repurchase Registered Shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any Registered Shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a simple majority of votes cast at a general meeting (whereby abstentions, broker non-votes, blank, or invalid ballots shall be disregarded for purposes of establishing the majority) or, if the authorization is contained in the capital band provision of the Proposed Swiss Articles, upon the Board of Directors effecting the cancellation based on the authority granted to it in the capital band provision. Repurchased Registered Shares held by BeiGene (Switzerland) or group companies controlled by it do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares. For information about withholding tax on share repurchases, see “Proposal No. 1: Approval of Continuation — Material Tax Considerations — Taxation of Shareholders Subsequent to the Continuation — Swiss Taxation — Refund of Swiss Withholding Tax on Dividends and Other Distributions.”

Delaware

Under the DGCL, a corporation may purchase or redeem its own shares out of surplus, provided, generally that no repurchase or redemption shall occur:

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when the capital is or would become impaired;

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at a price higher than the redemption price for shares redeemable at the option of the corporation; or

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where, in the case of redemption, the redemption is not authorized by other provisions of the DGCL or the certificate of incorporation.

However, at any time, a corporation may purchase or redeem any of its shares which are entitled upon any distribution of assets to a preference over another class of its stock if these shares will be retired upon acquisition or redemption, thereby reducing the capital of the corporation.

Appraisal Rights

BeiGene (Cayman)

The Cayman Companies Act gives shareholders a statutory right to dissent from the merger of a Cayman company, and to be paid a judicially determined fair value for their shares instead of the merger consideration being offered by the merging company.

BeiGene (Switzerland)

There are no appraisal rights under Swiss law except for mergers and de-mergers pursuant to the Merger Act.

Swiss companies may be acquired by an acquirer through the direct acquisition of the share capital of the Swiss company. With respect to corporations limited by shares, such as BeiGene (Switzerland), the Merger Act provides for the possibility of a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding Registered Shares. In these limited circumstances, minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company (for instance, through cash or securities of a parent company of the acquiring company or of another company). For business combinations effected in the form of a statutory merger or demerger and subject to Swiss law, the Merger Act provides that if the equity rights have not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court to determine a reasonable amount of compensation.

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Delaware

The DGCL generally provides that the stockholders of a Delaware corporation involved in a merger or consolidation have the right to demand and receive payment of the fair value of their stock. Appraisal rights are not available, however, to holders of shares which are:

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listed on a national securities exchange; or

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held of record by more than 2,000 stockholders.

Appraisal rights are available under the DGCL if stockholders are required to accept in the merger or consolidation anything other than:

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shares of stock or depository receipts of the surviving corporation in the merger or consolidation; or

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shares of stock or depositary receipts of another corporation that, at the effective date of the merger or consolidation will be:

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listed on a national securities exchange; or

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held of record by more than 2,000 stockholders.

Preemptive Rights

BeiGene (Cayman)

Holders of shares in BeiGene (Cayman) do not have preemptive rights to subscribe to any additional issue of shares of any class or series nor to any security convertible into such shares as a matter of Cayman law.

BeiGene (Switzerland)

If the general meeting of shareholders has approved the creation of a capital band or conditional share capital, it will generally delegate the decision whether to withdraw or limit the subscription rights (with respect to the issuance of new shares) and advance subscription rights (with respect to the issuance of convertible or similar instruments) for valid reasons to the Board of Directors. The Proposed Swiss Articles provide for this delegation with respect to the capital band and conditional share capital in the circumstances described below under “Proposal No. 1: Approval of Continuation — Description of Swiss Share Capital — Our Capital Structure — Capital Band” and “Proposal No. 1: Approval of Continuation — Description of Swiss Share Capital — Our Capital Structure — Conditional Share Capital.”

Delaware

Under the DGCL, a stockholder of a Delaware corporation is not entitled to preemptive rights to subscribe for additional issuances of stock or any security convertible into stock unless preemptive rights are specifically granted in the certificate of incorporation or otherwise contractually granted.

Amendments to Charter Documents

BeiGene (Cayman)

Our Articles may be amended or altered by a special resolution of BeiGene (Cayman)’s shareholders. Under our Articles, a special resolution requires the affirmative vote of at least two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting.

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BeiGene (Switzerland)

Under our Proposed Swiss Articles and Swiss law, shareholders may by a majority of two-thirds of the votes present or represented at the general meeting, amend any provisions of the company’s articles of association, subject to mandatory statutory provisions. Under Swiss law, the Board of Directors is not authorized to amend the articles of association. Some exceptions to this principle apply in connection with the implementation of capital increases, capital decreases or changes of the currency of the share capital. Amendments affecting the rights of the holders of any class of shares may, depending on the rights attached to the class and the nature of the amendments, also require approval by resolution of the classes affected in a separate class meeting. For a further discussion, see the section captioned “Proposal No. 1: Approval of Continuation — Description of Swiss Share Capital — Proposed Swiss Articles — Quorum and Majority Requirements for Shareholders’ Meetings.”

Delaware

Under the DGCL, unless the corporation’s certificate of incorporation requires a greater vote, any amendment to the certificate of incorporation requires:

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the approval of the board of directors;

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the affirmative vote of a majority of the outstanding stock entitled to vote on the amendment; and

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the affirmative vote of a majority of the outstanding stock of each class entitled to vote on the amendment of a class.

Bylaws

BeiGene (Cayman)

Cayman law does not have the concept of bylaws with respect to a Cayman exempted company such as BeiGene (Cayman). Our Articles may only be amended by a special resolution. A special resolution requires the affirmative vote of at least two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting of the company.

BeiGene (Switzerland)

According to the Proposed Swiss Articles, the Board of Directors may adopt, amend, or repeal organizational regulations.

Delaware

Section 109 of the DGCL provides that a corporation’s bylaws may be amended or repealed by the stockholders and, to the extent provided for in the certificate of incorporation, the board of directors.

Share Acquisition Provisions

BeiGene (Cayman)

Under Cayman law, there is no prohibition of business combinations with interested shareholders.

BeiGene (Switzerland)

Under Swiss law, there is generally no prohibition of business combinations with interested shareholders. Any transactions of a company with interested shareholders must be done at arm’s length terms and may not be unduly discriminatory to other shareholders. In certain circumstances, shareholders and members of the board of directors of Swiss companies, as well as certain persons associated with them, must refund any payments they receive that are not made on an arm’s length basis.

Pursuant to our Proposed Swiss Articles, where any shareholder, member of the Board of Directors, or officer is required to abstain from voting on any particular resolution of the general meeting of shareholders

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under the HK Listing Rules, or is restricted to voting only for or only against any particular resolution of the General Meeting, the relevant majority under the Proposed Swiss Articles or applicable law for a particular resolution of the general meeting of shareholders to be passed shall be (i) the default majority under applicable law or the provisions of the Proposed Swiss Articles, and (ii) the majority of the votes cast by the Disinterested Shareholders.

Delaware

Section 203 of the DGCL prohibits a Delaware corporation from engaging in mergers, dispositions of 10% or more of its assets, issuances of stock and business combinations with a person or group that owns 15% or more of the voting stock of the corporation, referred to as an interested stockholder, for a period of three years of such person becoming an interested stockholder unless (i) the board of directors approved the business combination or the transaction that resulted in the person or group becoming an interested stockholder, (ii) after the completion of the transaction that resulted in the person or group becoming an interested stockholder, the person or group acquired at least 85% of the voting stock other than stock owned by inside directors and certain employee stock plans, or (iii) after the person or group became an interested stockholder, the board of directors and at least two-thirds of the voting stock (other than stock owned by the interested stockholder) approved the business combination.

Anti-Takeover Measures

BeiGene (Cayman)

Under Cayman law, directors of a company have a duty to take only those actions which are in the best interests of the company. Directors also have a duty to exercise their powers for a proper purpose. The implementation of anti-takeover measures is not itself necessarily in the best interests of the company or a proper purpose for the exercise of director power.

BeiGene (Switzerland)

Under Swiss law, directors of a company have a duty to take only those actions that are in the interests of the company.

Delaware

Delaware courts will generally apply a policy of judicial deference to the decisions of a Delaware corporation’s board of directors to adopt anti-takeover measures in the face of a potential acquisition or takeover if the directors are able to show that (i) they had reasonable grounds for believing that the acquisition or takeover proposal presented a threat to the corporation’s policy and effectiveness, and (ii) the board action taken was reasonable in relation to the threat posed.

Shareholder Rights Plan

BeiGene (Cayman)

BeiGene (Cayman) does not have a shareholder rights plan.

BeiGene (Switzerland)

BeiGene (Switzerland) does not have a shareholder rights plan. Rights plans generally discriminate in the treatment of shareholders by imposing restrictions on any shareholder who exceeds a level of ownership interest without the approval of the Board of Directors. Anti-takeover measures such as rights plans that are implemented by the Board of Directors would be restricted under Swiss corporate law by the principle of equal treatment of shareholders and the general rule that new shares may only be issued based on a shareholders’ resolution. However, upon the effective date of the Continuation, the Proposed Swiss Articles will include a capital band provision, according to which the Board of Directors is authorized, at any time up till [•], 2029, to limit or withdraw the subscription rights of existing shareholders in various circumstances.

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Delaware

Delaware law generally allows companies to adopt shareholder rights plans.

Rights of Inspection

BeiGene (Cayman)

Shareholders of a Cayman Islands exempted company have no general rights to inspect or obtain copies of the list of shareholders or corporate records of a company, other than the Company’s Memorandum of Association, the articles of association and the register of mortgages and charges.

BeiGene (Switzerland)

Under the Swiss Code of Obligations, a shareholder has a right to inspect the share register with regard to its, his, or her own shares and otherwise to the extent necessary to exercise its, his, or her shareholder rights. No other person has a right to inspect the share register.

If the shareholders’ inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a special commissioner in a special investigation. If the general meeting of shareholders approves the proposal, BeiGene (Switzerland) or any shareholder may, within three months after the general meeting of shareholders, request that the court at the registered office of BeiGene (Switzerland) appoint a special commissioner. If the general meeting of shareholders rejects the request, one or more registered shareholders representing at least 5% of the share capital or voting rights may request the court to appoint a special commissioner. The court will issue such an order if the petitioners can demonstrate that the Board of Directors, any member of the Board of Directors, or an officer of BeiGene (Switzerland) infringed the law or articles of association of BeiGene (Switzerland) and thereby damaged the company or the shareholders. The costs of the investigation would generally be allocated to BeiGene (Switzerland) and only in exceptional cases to the petitioners.

Delaware

Under the DGCL, stockholders who comply with certain procedural requirements and who have a proper purpose have the right to:

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inspect the corporation’s stock ledger, a list of its stockholders and its other books and records; and

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make copies or extracts of those materials during normal business hours, provided that

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the stockholder makes a written request under oath stating the purpose of his inspection; and

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the inspection is for a purpose reasonably related to the person’s interest as a stockholder.

Limitations on Enforceability of Civil Liabilities under U.S. Federal Securities Laws

BeiGene (Cayman)

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

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BeiGene’s Cayman Islands legal counsel have advised that the courts of the Cayman Islands are unlikely: (i) to recognize or enforce against the company judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against the company predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of private international law to determine whether the foreign court is a court of competent jurisdiction), and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and not be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

BeiGene (Switzerland)

It is uncertain that Swiss courts would enforce (i) judgments of U.S. courts obtained in actions against BeiGene (Switzerland) or other persons that are predicated upon the civil liability provisions of U.S. federal securities laws, or (ii) original actions brought against BeiGene (Switzerland) or other persons predicated upon the U.S. Securities Act of 1933, as amended (the “Securities Act”). The enforceability in Switzerland of a foreign judgment rendered against BeiGene (Switzerland) or such other persons is subject to the limitations set forth in such international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:

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such foreign court had jurisdiction;

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such judgment has become final and non-appealable;

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the court procedures leading to such judgment followed the principles of due process of law, including proper service of process; and

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such judgment does not violate Swiss law principles of public policy.

In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if BeiGene (Switzerland) can demonstrate that it or such other persons were not effectively served with process.

Shareholder Approval

The Continuation is subject to various conditions, including approval by our shareholders of the special resolutions authorizing the transaction. Under our Articles, the approval of the proposal no. 1 requires affirmative vote from at least two-thirds of the votes cast by the holders of our Ordinary Shares, whether in person or by proxy. Assuming we receive the requisite shareholder approval for the Continuation, our Board of Directors will retain the right to terminate or abandon the Continuation if it determines that consummating the Continuation would be inadvisable or not in the best interests of BeiGene or its shareholders, or if all of the respective conditions to consummation of the Continuation have not occurred. There are no time limits on the duration of the authorization resulting from a favorable shareholder vote.

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Regulatory and Other Approvals

The Continuation is subject to the approval of the Cayman Registrar, which must approve our de-registration in the Cayman Islands and satisfaction of the following conditions:

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any consents/approvals required under any contract or undertaking to which BeiGene (Cayman)is party have been obtained;

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no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate BeiGene (Cayman) in any jurisdiction;

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no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of BeiGene (Cayman), its affairs or its property or any part thereof;

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BeiGene (Cayman) is able to pay its debts as they fall due;

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the application for de-registration is bona fide and not intended to defraud existing creditors of BeiGene (Cayman);

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notice of the transfer has been or will be given within 21 days to the secured creditors of BeiGene (Cayman);

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any consent or approval to the transfer required by any contract or undertaking entered into or given by BeiGene (Cayman) has been obtained, released or waived, as the case may be;

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the transfer is permitted by and has been approved in accordance with our Articles;

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the laws of the relevant jurisdiction with respect to the transfer have been or will be complied with; and

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BeiGene (Cayman) will, upon registration under the laws of the new jurisdiction, continue as a stock corporation limited by shares; and

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the Registrar is not aware of any other reason why it would be against the public interest to de-register BeiGene (Cayman).

BeiGene (Cayman) must file a voluntary declaration or affidavit of a director of BeiGene (Cayman) to the effect that, having made due enquiry, he or she is of the opinion that the requirements of Section 206 of the Cayman Companies Act have been met and which declaration or affidavit shall include a statement of the assets and liabilities of BeiGene (Cayman) made up to the latest practicable date before the making of the declaration or affidavit.

Swiss law provides that a foreign company may, without liquidating and reincorporating, submit itself to Swiss law if the governing foreign law so permits. The company must satisfy the requirements fixed by the foreign law and must be able to adopt one of the forms of organization of Swiss law. Swiss law provides that a company will be governed by Swiss law as soon as it proves that its center of business activities has been transferred to Switzerland and that it has adopted one of the forms of organization under Swiss law. In addition, the company must provide an auditor’s report of a specially qualified auditor that its share capital is unimpaired according to Swiss law.

In order for BeiGene (Cayman) to prove that it has transferred its business activities to Switzerland, it can file with the Swiss Commercial Register a declaration of the Board of Directors stating that the center of business activities is transferred to Switzerland. In addition, the following documents will need to be filed with the Swiss Commercial Register in Switzerland:

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a legalized certificate of existence from the governing foreign law;

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a legalized copy of the company’s existing charter documents;

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a legalized opinion of counsel on the ability of the company to continue to Switzerland under the governing foreign law (i.e., the laws of the Cayman Islands);

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a legalized opinion of counsel on the ability of the company to adopt the legal form of a corporation under Swiss law;

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the declaration of the Board of Directors as to the transfer of business activities;

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the aforementioned auditor’s report that the company’s share capital is unimpaired according to Swiss law; and

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a copy of the new Proposed Swiss Articles.

No Rights for Dissenting Shareholders

If the Continuation is approved at the EGM, our shareholders will have no further rights under the Cayman Companies Act or under our Articles to exercise dissenters’ or appraisal rights. Accordingly, shareholders abstaining or voting against the Continuation will still be subject to the effects of the Continuation if the requisite votes are obtained.

Interest of Management in the Continuation

No person who has been a director or executive officer of BeiGene (Cayman) since the beginning of our last fiscal year nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the Continuation other than those interests arising from their ownership of our share capital.

Dissemination of Corporate Communication using Electronic Means

Under our Proposed Swiss Articles and Swiss law, communications by BeiGene (Switzerland) to its shareholders shall be sent by ordinary mail, by electronic means or in another form that allows proof by text to the last address of the shareholder or authorized recipient recorded in the share register. Financial institutions holding Shares for beneficial owners and recorded in such capacity in the share register are deemed to be authorized recipients under our Proposed Swiss Articles.

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PROPOSAL NO. 2: APPROVAL OF THE PROPOSED SWISS ARTICLES

Under Swiss law, in connection with a continuation from a foreign jurisdiction to Switzerland, the shareholders of a Swiss company are required to specifically approve the company’s articles of association.

On [•], 2024, our Board of Directors adopted a resolution declaring it advisable that the Proposed Swiss Articles, substantially in the form of Exhibit A to this proxy statement/prospectus be approved as the articles of association of the Company following the Continuation. See “Proposal No. 1: Approval of the Continuation — Comparison of Shareholder Rights” for a summary of the significant differences between our Articles of BeiGene (Cayman) and the Proposed Swiss Articles as well as Cayman law, Swiss law, and for comparative purposes, Delaware law.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Swiss Articles comply with the requirements of the HK Listing Rules (including the minimum core shareholders protection standard under Appendix A1 to the HK Listing Rules).

Our Board of Directors directed that approval of the form of Proposed Swiss Articles be submitted for consideration by our shareholders at the EGM. Because the EGM will be conducted while we are still a Cayman Islands company and because this proposal would, if required under Cayman Law, require a Special Resolution, we are submitting approval of this proposal on the affirmative vote of at least two-thirds of the votes cast by the holders of our Ordinary Shares represented in person or by proxy at the EGM.

The Resolution approving the foregoing is as follows:

IT IS RESOLVED, subject to, and effective only upon, (i) the approval of proposal no. 1, (ii) the de-registration of the Company from the Register of Companies in the Cayman Islands and (iii) the simultaneous registration of the Continuation with the Swiss Commercial Register, that:

1. The Articles be amended and restated in the form set forth in Exhibit A to this proxy statement/prospectus (the “Proposed Swiss Articles”) to be effective from the effective date of the Continuation.

2. The holders of Ordinary Shares represented in person or by proxy at the EGM hereby waive the option to discuss each individual article of the Proposed Swiss Articles and hereby approve the Proposed Swiss Articles in the form set forth in Exhibit A to this proxy statement/prospectus.

If this proposal no. 2 is not approved by the shareholders, the Company will not effect the Continuation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 2. Proxies will be so voted unless shareholders specify otherwise in their proxies. Under Swiss law, approval of this proposal requires the affirmative vote of at least two-thirds of the votes present and the majority of the nominal value represented at the EGM. Under Cayman Law, the affirmative vote of at least two-thirds of the votes cast by the holders of our Ordinary Shares represented in person or by proxy at the EGM is required for approval of this proposal.

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PROPOSAL NO. 3: APPROVAL OF ELECTION OF STATUTORY AUDITOR AND AUDIT SERVICES AND AUTHORIZATION TO BOARD OF DIRECTORS TO FIX REMUNERATION OF STATUTORY AUDITOR

The Audit Committee appointed and, at the 2024 Annual General Meeting of Shareholders, the shareholders of the Company ratified the appointment of (a) Ernst & Young LLP, located in Boston, Massachusetts, United States, as the Company’s independent registered accounting firm for the audits of the Company’s financial statements and internal control over financial reporting for the fiscal year ending December 31, 2024 to be filed with the SEC, (b) Ernst & Young, located in Hong Kong, the PRC, as the Company’s reporting accounting firm for the audit of the Company’s financial statements for the fiscal year ending December 31, 2024 to be filed with the HKEx, and (c) Ernst & Young Hua Ming LLP (together with Ernst & Young LLP and Ernst & Young, “E&Y”), located in Beijing, PRC, as the Company’s reporting accounting firm for the audit of the Company’s financial statements for the fiscal year ending December 31, 2024 to be filed with the SSE. Upon the Continuation, these firms will continue to serve as our independent auditors.

Under Swiss law, our shareholders must elect an audit company subject to prudential supervision pursuant to the Swiss Federal Auditor Oversight Act of 16 December 2005 to audit our statutory standalone and consolidated financial statements in accordance with Swiss law. In the event that proposal no. 1 is approved, our Board of Directors and Audit Committee have recommended that our shareholders approve and ratify the election of Ernst & Young AG, Zurich, Switzerland, to serve as our statutory auditor and as auditor of our statutory standalone and consolidated accounts until the 2025 annual general meeting and provide related audit services for the fiscal year ending December 31, 2024, including in connection with the Continuation. Ernst & Young AG is the Swiss affiliate of E&Y.

Additionally, under this proposal no. 3, the Board of Directors and Audit Committee have recommended shareholders to delegate the authority to the Board of Directors to fix the remuneration of Ernst & Young AG for audit services rendered in connection with the fiscal year ending December 31, 2024, including in connection with the Continuation. The Board of Directors notes, in this regard, that the amount of the remuneration of Ernst & Young AG cannot fully be determined at this time. This is because the remuneration of Ernst & Young AG for any given year may vary, on account of the scope and extent of the audit work undertaken during that year. As a result, the Board of Directors requests shareholders’ approval to delegate the authority to the Board of Directors to fix the remuneration of Ernst & Young AG for the year ending December 31, 2024. If shareholder approval is obtained, the Board of Directors may further delegate the authority to fix the remuneration of Ernst & Young AG to the Audit Committee. Auditor compensation will be approved in accordance with the policies and procedures described under Pre-Approval Policies set forth in Proposal 5 of our definitive proxy statement for the 2024 Annual General Meeting of Shareholders.

If the Continuation is approved, the approval of the election of Ernst & Young AG as our statutory auditor and related audit services and authorization to the Board of Directors to fix the remuneration of Ernst & Young AG requires the affirmative vote of a majority of the votes cast at the EGM. This proposal no. 3 is subject to, and effective only upon, the effectiveness of the Continuation of the Company from the Cayman Islands to Switzerland and the approval of proposal nos. 1 and 2 and the registration of the Continuation with the Swiss Commercial Register.

The Resolution approving the foregoing is as follows:

IT IS RESOLVED, subject to the approval of the Continuation and as required by Swiss law, that the election of Ernst & Young AG to serve as the Company’s statutory auditor (for Swiss legal purposes) until the Company’s next annual general meeting and the related audit services and the authorization to board of directors to fix the remuneration of Ernst & Young AG be and hereby is approved and authorized.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND APPROVAL OF THE ELECTION OF ERNST & YOUNG AG TO SERVE AS STATUTORY AUDITOR UNTIL THE NEXT ANNUAL GENERAL MEETING AND PROVIDE RELATED AUDIT SERVICES AND THE AUTHORIZATION TO THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF ERNST & YOUNG AG. Proxies will be so voted unless shareholders specify otherwise in their proxies. The affirmative vote of holders of a majority of the votes present at the EGM is required for approval of this proposal.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to us regarding beneficial ownership of our share capital as of August 2, 2024 by:

•

each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of any class of our voting securities;

•

each of our named executive officers;

•

each of our directors; and

•

all of our current executive officers and directors as a group.

Beneficial ownership set forth below is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities, except as otherwise provided. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all securities shown as beneficially owned by them.

The table lists applicable ownership based on 1,379,529,263 ordinary shares outstanding as of August 2, 2024 and also lists applicable percentage ownership. Any options to purchase ordinary shares that are exercisable and restricted share units (“RSUs”) and performance share units that will vest within 60 days of August 2, 2024 are deemed to be beneficially owned by the persons holding these options and RSUs for the purpose of computing percentage ownership of such persons, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

Unless otherwise noted below, the address of each person listed on the table is: c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

Name of Beneficial Owner	Number of Ordinary Shares Beneficially Owned		Percentage of Ordinary Shares Beneficially Owned
5% or Greater Shareholders
Amgen Inc.(1)		246,269,426		17.85%
Entities affiliated with HHLR Advisors, Ltd.(2)		142,888,241		10.36%
Entities affiliated with Baker Bros. Advisors LP(3)		138,572,995		10.04%
Entities affiliated with Capital International Investors(4)		103,421,157		7.50%
Named Executive Officers (Title) and Directors
John V. Oyler (Co-Founder, Chairman and Chief Executive Officer)(5)		71,238,744		5.08%
Dr. Xiaobin Wu (President, Chief Operating Officer)(6)		4,451,915		*
Julia Wang (Former Chief Financial Officer)(7)		1,306,110		*
Dr. Lai Wang (Global Head of R&D)(8)		3,712,155		*
Chan Lee (Senior Vice President, General Counsel and Assistant Secretary)(9)		227,513		*
Dr. Olivier Brandicourt(10)		27,794		*
Dr. Margaret Dugan(11)		113,815		*
Donald W. Glazer(12)		3,099,411		*
Michael Goller(13)		453,232		*
Anthony C. Hooper(14)		183,885		*
Ranjeev Krishana(15)		453,232		*
Dr. Alessandro Riva(16)		113,815		*
Dr. Corazon (Corsee) D. Sanders(17)		136,500		*
Dr. Xiaodong Wang(18)		19,720,705		1.42%
Qingqing Yi(19)		436,150		*
All Current Directors and Executive Officers as a Group (15 persons)		104,368,866		7.35%

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(1)

Based solely on a Form 4 filed with the SEC by Amgen on September 13, 2021. The address of Amgen’s principal place of business is One Amgen Center Drive, Thousand Oaks, California 91320.

(2)

Based solely on a Form 4 jointly filed with the SEC by HHLR Advisors, Ltd. (“HHLR”) and Hillhouse Investment Management, Ltd. (“HIM”) on June 15, 2023 in which HHLR reported that it has shared voting power of 142,888,241 ordinary shares consisting of (i) 129,439,923 ordinary shares held by funds managed by HHLR, of which 53,853,800 ordinary shares are held in the form of 4,142,600 ADSs and (ii) 13,448,318 ordinary shares held by a fund managed by HIM, of which 13,445,978 ordinary shares are held in the form of 1,034,306 ADSs. The securities to which such Form 4 relates are held by HHLR Fund, L.P. (“HHLR Fund”), YHG Investment, L.P. (“YHG”), and BGN Holdings Limited (“BGN”). HHLR acts as the sole management company of HHLR Fund and the sole investment manager of YHG. HIM acts as the sole management company of Hillhouse Fund II, L.P. (“Fund II”). BGN is wholly owned by Fund II. The registered address of HHLR and HIM is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006.

(3)

Based solely on a Form 4 jointly filed with the SEC by Baker Bros. Advisors LP (the “Baker Advisor”), 667, L.P., Baker Brothers Life Sciences LP (together with 667, L.P., the “Baker Funds”), Baker Bros. Advisors (GP) LLC (the “Baker GP”), Felix Baker and Julian Baker on June 7, 2024 in which they reported that they have shared voting power of 137,666,529 ordinary shares held in the form of ADSs, 93,394 ordinary shares and 813,072 ordinary shares issuable upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024. The Baker Advisor is the investment advisor to the Baker Funds and has sole voting and investment power with respect to the shares held by Baker Funds. The Baker GP is the sole general partner of the Baker Advisor. The managing members of the Baker GP are Julian Baker and Felix Baker. Julian Baker and Felix Baker disclaim beneficial ownership of all shares except to the extent of their pecuniary interest. The address for each of these entities is 860 Washington Street, 3rd Floor, New York, NY 10014.

(4)

Based solely on a Schedule 13G/A filed with the SEC by Capital International Investors (“CII”) on February 9, 2024 in which CII reported that it has sole voting power of 102,038,345 ordinary shares and sole dispositive power of 103,421,157 shares. CII is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CII’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital International Investors.” The registered address of CII is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.

(5)

Consists of (i) 798,314 ordinary shares held directly by Mr. Oyler; (ii) 9,545,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (iii) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler’s father is a trustee, for the benefit of his minor child, for which Mr. Oyler disclaims beneficial ownership; (iv) 7,727,927 ordinary shares held in a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (v) 28,334,115 ordinary shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (vi) 481,533 ordinary shares held by the P&O Trust, the beneficiaries of which include Mr. Oyler’s minor child and others, for which Mr. Oyler disclaims beneficial ownership; (vii) 1,324,193 ordinary shares held by a private foundation of which Mr. Oyler, Victoria Pan and the other(s) serve as directors, for which Mr. Oyler disclaims beneficial ownership; and (viii) 22,925,474 ordinary shares issuable to Mr. Oyler upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(6)

Consists of (i) 690,378 ordinary shares held directly by Dr. Wu; (ii) 160,745 ordinary shares directly held by Dr. Wu in the form of ADSs; (iii) 52,000 ordinary shares directly held by Dr. Wu’s wife in the form of ADSs; and (iv) 3,548,792 ordinary shares issuable to Dr. Wu upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(7)

Consists of (i) 119,249 ordinary shares held directly by Ms. Wang; and (ii) 1,186,861 ordinary shares issuable to Ms. Wang upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

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(8)

Consists of (i) 575,692 ordinary shares held directly by Dr. Wang; (ii) 861,965 ordinary shares held directly by Wang Holdings LLC, the limited liability company interests of which are owned by Dr. Wang, his spouse and a trust created by Dr. Wang for the benefit of his spouse and children, for which Dr. Wang disclaims beneficial ownership; and (iii) 2,274,498 ordinary shares issuable to Dr. Wang upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(9)

Consists of (i) 47,567 ordinary shares held directly by Mr. Lee; and (ii) 179,946 ordinary shares issuable to Mr. Lee upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(10)

Consists of 27,794 ordinary shares issuable to Dr. Brandicourt upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(11)

Consists of (i) 29,614 ordinary shares held directly by Dr. Dugan; and (ii) 84,201 ordinary shares issuable to Dr. Dugan upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(12)

Consists of (i) 2,663,261 ordinary shares held directly by Mr. Glazer; and (ii) 436,150 ordinary shares issuable to Mr. Glazer upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(13)

Consists of (i) 46,696 ordinary shares held directly by Mr. Goller; and (ii) 406,536 ordinary shares issuable to Mr. Goller upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(14)

Consists of (i) 7,800 ordinary shares directly held by Mr. Hooper; and (ii) 176,085 ordinary shares issuable to Mr. Hooper upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(15)

Consists of (i) 46,696 ordinary shares held directly by Mr. Krishana; and (ii) 406,536 ordinary shares issuable to Mr. Krishana upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(16)

Consists of (i) 29,614 ordinary shares held directly by Dr. Riva; and (ii) 84,201 ordinary shares issuable to Dr. Riva upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(17)

Consists of (i) 29,900 ordinary shares held directly by Dr. Sanders and (ii) 106,600 ordinary shares issuable to Dr. Sanders upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(18)

Consists of (i) 5,343,251 ordinary shares held directly by Dr. Wang; (ii) 50 ordinary shares held by Dr. Wang’s spouse; (iii) 4,058,998 ordinary shares held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which Dr. Wang’s wife is a trustee, for which Dr. Wang disclaims beneficial ownership; (iv) 1,127,542 ordinary shares held by a family trust, the beneficiaries of which are Dr. Wang’s family members, for which Dr. Wang disclaims beneficial ownership; and (v) 9,190,864 ordinary shares issuable to Dr. Wang upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

(19)

Consists of (i) 29,614 ordinary shares held directly by Mr. Yi; and (ii) 406,536 ordinary shares issuable to Mr. Yi upon exercise of share options exercisable or RSUs vesting within 60 days after August 2, 2024.

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LEGAL AND TAX MATTERS

The validity of the Registered Shares issued by BeiGene (Switzerland) under Swiss law will be passed upon for us by Homburger AG, Zurich, Switzerland. Certain Swiss tax matters will be passed upon for us by Homburger AG, Zurich, Switzerland. Certain legal matters relating to the Continuation under Cayman law will be passed upon for us by Mourant Ozannes (Cayman) LLP, Grand Cayman, Cayman Islands. Certain matters relating to United States law will be passed upon for us by Goodwin Procter LLP.

EXPERTS

The consolidated financial statements of BeiGene, Ltd. appearing in BeiGene, Ltd.’s Annual Report (Form 10-K) for the year ended December 31, 2023, and the effectiveness of BeiGene Ltd.’s internal control over financial reporting as of December 31, 2023, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of BeiGene, Ltd. as of December 31, 2021 and for the year ended December 31, 2021 appearing in BeiGene, Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.beigene.com. Our website is not a part of this proxy statement/prospectus and is not incorporated by reference in this proxy statement/prospectus.

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INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 001-37686) and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed):

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Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement for the 2024 Annual General Meeting of Shareholders;

•

Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024; and

•

Current Reports on Form 8-K filed on January 23, 2024, February 26, 2024, March 8, 2024, March 15, 2024, March 20, 2024, April 23, 2024, May 8, 2024, June 5, 2024, July 18, 2024 and August 7, 2024 (other than the portions of those reports not deemed to be filed).

You may access our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statement, and amendments, if any, to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at the SEC’s website at http://www.sec.gov or our website at https://www.beigene.com/ as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The reference to our website does not constitute incorporation by reference of the information contained in our website. We do not consider information contained on, or that can be accessed through, our website to be part of this prospectus or the related registration statement.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

Investor Relations
BeiGene, Ltd.
c/o BeiGene USA, Inc.
55 Cambridge Parkway
Suite 700W
Cambridge, MA 02142
Tel: (781) 801-1800

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ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as an effective judicial system, a favorable tax system, and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws that provide significantly less protection to investors as compared to the securities laws of the United States. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Some of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or our directors and officers, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168 as our agent to receive service of process in the United States.