DEF 14A of BeOne Medicines Ltd., Apr 7, 2025

DEF 14A of BeOne Medicines Ltd.

Filed Apr 7, 2025 · FY20240001104659-25-032346

Open on EDGAR

  1. Proposals 1 – 5. Election of Directors

    Proposals 1 – 5. Election of Directors Our articles provide that persons standing for election as directors at a duly constituted general meeting of shareholders with a requisite quorum shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present in person or by proxy at the meeting. Our articles further provide that the Board of Directors will be divided into three groups designated as Class I, Class II and Class III with as nearly equal a number of directors in each group as possible, with each director serving a three-year term and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal. Upon the expiration of the term of each class, each director in that class, if nominated by the Board of Directors, shall be eligible for re-election at the annual general meeting to hold office for another three-year term and until such director’s successor has been duly elected. Our articles provide that, unless otherwise determined by shareholders in a general meeting, the Board of Directors will consist of not less than three directors. We have no provisions relating to retirement of directors upon reaching a specified age. In the event of a vacancy arising from the resignation of a director or as an addition to the existing board, the Board of Directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person to be a director. For so long as our ordinary shares or ADSs are listed on The Nasdaq Global Select Market (“Nasdaq”), and HKEx, our directors are required to comply with the director nomination procedures of Nasdaq rules and the HK Listing Rules, and the Board of Directors is required to include at least such number of independent directors as required by Nasdaq rules and the HK Listing Rules. The terms of the Class III directors are scheduled to expire on the date of the 2025 Annual Meeting and the terms of the Class II directors are scheduled to expire on the date of the 2027 Annual Meeting. Our current Class III directors, Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Dr. Xiaodong Wang and Mr. Qingqing Yi were most recently elected by the shareholders at the 2022 Annual Meeting. Additionally, on September 27, 2024, Ms. Shalini Sharp joined the Board of Directors as a Class III director to serve as a Class III director until the date of the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating Committee”), the Board of Directors’ nominees for re-election by the shareholders are Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Dr. Xiaodong Wang and Mr. Qingqing Yi, who are the current Class III members, and Ms. Shalini Sharp who is a current Class III director to be redesignated as a Class II director. If re-elected, each nominee of Class III members will serve as a director until the annual general meeting of shareholders in 2028, and until his successor is duly elected and qualified, subject to his earlier resignation or removal. If re-elected, Ms. Shalini Sharp will serve as a Class II director until the annual general meeting of shareholders in 2027, and until her successor is duly elected and qualified, subject to her earlier resignation or removal. We have received from each of Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Ms. Shalini Sharp, Dr. Xiaodong Wang and Mr. Qingqing Yi an annual confirmation of independence pursuant to Nasdaq rules and Rule 3.13 of the HK Listing Rules and consider each of them independent under Nasdaq rules and the HK Listing Rules. The names of and certain information about the directors in each of the three classes are set forth below. There are no family relationships among any of our directors or executive officers. The proxy in the form presented will be voted, unless otherwise indicated, for the re-election of each of the Class II and Class III director nominees listed above to the Board of Directors. If any of the nominees should for any reason be unable or unwilling to serve at any time prior to the Annual Meeting, the proxies will be voted for the election of a substitute nominee designated by the Board of Directors. Set forth below are the biographies of each director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led the Board of Directors to conclude that each such person nominated to serve or currently serving on the Board of Directors should serve as a director. We do not enter into service contracts with our directors. Except as disclosed herein, there is no additional information required to be disclosed pursuant to Rule 13.51(2) of the HK Listing Rules and there are no other matters concerning the directors that need to be brought to the attention of the shareholders for purposes of the Annual Meeting. Nominees of Class III Directors for Election for a Three-Year Term Ending at the 2028 Annual General Meeting The names of the nominees for Class III directors and certain information about each as of March 26, 2025 are set forth below.

  2. Proposals 1 – 5. Election of Directors

    | Name | Position(s) | Director Since | Age | | Mr. Anthony C. Hooper | Director | 2020 | 70 | | Mr. Ranjeev Krishana | Director | 2014 | 51 | | Dr. Xiaodong Wang | Director | 2016 | 61 | | Mr. Qingqing Yi | Director | 2014 | 53 |

  3. Proposals 1 – 5. Election of Directors

    | Anthony C. Hooper | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 70 Director Since: Jan. 2020 | Committees: Audit Committee Commercial and Medical Affairs Advisory Committee (Chair) Nominating and Corporate Governance Committee (Chair) | | | Experience: | | | | 2020 – 2024: | Amgen Inc. (Consultant) | | | 2011 – 2020: | Amgen Inc. (Executive Vice President, Global Commercial Operations) | | | Prior: | Bristol Myers Squibb Company (Senior Vice President, Commercial Operations and President, U.S., Japan and Intercontinental; President, Americas; and President, U.S. Pharmaceuticals, Worldwide Pharmaceuticals Group) Wyeth Laboratories (Assistant Vice President of Global Marketing) | | | Other Public Company Directorships: 2020 – Present: MannKind Corporation | | Former Public Company Directorships: N/A | | Qualifications: Mr. Hooper earned his law and MBA degrees from the University of South Africa in 1978 and 1988, respectively. We believe Mr. Hooper’s extensive experience and knowledge in the healthcare sector and broad international experience in pharmaceutical commercial operations qualify him to serve on the Board of Directors. As of March 31, 2025, Mr. Hooper was interested in 234,377 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the “SFO”). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  4. Proposals 1 – 5. Election of Directors

    | Ranjeev Krishana | | | | Member and Lead Independent Director of the Board of Directors, BeiGene, Ltd. | | | | Age: 51 Director Since: Oct. 2014 | Committees: Commercial and Medical Affairs Advisory Committee Compensation Committee | | | Experience: | | | | 2011 – Present: | Baker Bros. Advisors LP (Partner) | | | Prior: | Pfizer, Inc. (various commercial, strategy and business development leadership roles) Pfizer China (Senior Director and Member of China Leadership Team) Accenture plc (Strategy Consultant) | | | Other Public Company Directorships: Immunocore Holdings plc | | Former Public Company Directorships: N/A | | Qualifications: Mr. Krishana received an A.B. in Economics and Political Science from Brown University in May 1995, and a Master of Public Policy from Harvard University in June 2011. We believe Mr. Krishana’s knowledge of the healthcare sector across international markets qualifies him to serve on the Board of Directors. As of March 31, 2025, Mr. Krishana was interested in 503,724 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the “SFO”). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  5. Proposals 1 – 5. Election of Directors

    | Dr. Xiaodong Wang | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 61 Director Since: Feb. 2016 | Committees: Scientific Advisory Committee (Co-Chair) | | | Experience: | | | | 2020 – Present: | Tsinghua University (Chair Professor) | | | 2010 – Present: | BeiGene, Ltd. (Co-Founder) | | | 2003 – Present: | National Institute of Biological Sciences in Beijing (Founding Co-Director; Director and Investigator) | | | Prior: | Joyant Pharmaceuticals, Inc. (Founder) University of Texas Southwestern Medical Center (George L. MacGregor Distinguished Chair Professor in Biomedical Sciences) Howard Hughes Medical Institute (Investigator) | | | Other Public Company Directorships: 2021 – Present: Clover Biopharmaceutical, Ltd. (Non-Executive Director and Member of the Compensation Committee) | | Former Public Company Directorships: N/A | | Qualifications: Dr. Wang received his B.S. in Biology from Beijing Normal University in July 1984 and his Ph.D. in Biochemistry from the University of Texas Southwestern Medical Center in May 1991. Dr. Wang has served as a member of the National Academy of Science, USA since 2004 and as a foreign associate of the Chinese Academy of Sciences since 2013. We believe that Dr. Wang’s extensive experience in cancer drug research, combined with his experience in the biotech industry, qualifies him to serve as a member of the Board of Directors. As of March 31, 2025, Mr. Wang was interested in 17,467,487 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the “SFO”). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  6. Proposals 1 – 5. Election of Directors

    | Qingqing Yi | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 53 Director Since: Oct. 2014 | Committees: Compensation Committee Scientific Advisory Committee | | | Experience: | | | | 2005 – Present: | Hillhouse Capital (Partner) | | | Prior: | China International Capital Corporation (Equity Research Analyst) | | | Other Public Company Directorships: 2020 – Present: JD Health International Inc. | | Former Public Company Directorships: N/A | | Qualifications: Mr. Yi received a B.S. degree in Engineering from Shanghai Maritime University in July 1995 and an MBA from the University of Southern California in May 2003. We believe Mr. Yi’s extensive experience in capital markets and knowledge of the healthcare sector qualify him to serve on the Board of Directors. As of March 31, 2025, Mr. Yi was interested in 486,642 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the “SFO”). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  7. Proposals 1 – 5. Election of Directors

    Nominee of Class II Director for Election for a Two-Year Term Ending at the 2027 Annual General Meeting The name of the nominee for Class II director and certain information about such nominee as of March 26, 2025 are set forth below.

  8. Proposals 1 – 5. Election of Directors

    | Name | Position(s) | Director Since | Age | | Ms. Shalini Sharp | Director | 2024 | 50 |

  9. Proposals 1 – 5. Election of Directors

    | Shalini Sharp | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 50 Director Since: Sept. 2024 | Committees: Audit Committee (Chair) Nominating and Corporate Governance Committee | | | Experience: | | | | 2012 – 2020: | Ultragenyx Pharmaceutical Inc. (Executive Vice President and Chief Financial Officer) | | | 2006 – 2012: | Agenus, Inc. (Chief Financial Officer) | | | Prior: | Elan Pharmaceuticals (Strategic Planning, Chief of Staff) The Goldman Sachs Group, Inc. (Summer Associate, Investment Banking) McKinsey & Co. (Consultant) | | | Other Public Company Directorships: 2020 – Present: Neurocrine Biosciences, Inc. 2021 – Present: Organon & Co. 2024 – Present: Septerna, Inc. | | Former Public Company Directorships: Mirati Therapeutics, Inc. Sutro Biopharma, Inc. Precision Biosciences, Inc. Panacea Acquisition Corp. Array BioPharma Inc. Agenus, Inc. | | Qualifications: Ms. Sharp received her B.A. from Harvard College and an M.B.A. from Harvard Business School. We believe Ms. Sharp is qualified to serve on our board of directors because of her extensive experience and expertise in financial management and executive leadership at various biopharmaceutical companies, as well as her service on the boards of directors of numerous companies. As of March 31, 2025, Ms. Sharp was interested in 25,389 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the “SFO”). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  10. Proposals 1 – 5. Election of Directors

    Nomination Policy and Procedure for Independent Non-Executive Directors When nominating candidates for election to the Board of Directors, the Nominating Committee of the Board of Directors evaluates skills, knowledge and experience required by the Board of Directors, and identifies if there are any special requirements for the vacancy. The Nominating Committee identifies appropriate candidates and discusses and votes in respect of the nominated directors and recommends candidates for directors to the Board of Directors. In reviewing the structure of the Board of Directors, the Nominating Committee will consider board composition from a number of aspects, including but not limited to expertise, industry and regional experience, social background, tenure on the Board, stances and other distinctions of board members and nominees. All Board of Directors nominations will be based on meritocracy and candidates will be considered against criteria including talent, skills and experience as may be necessary for the operation of the Board of Directors as a whole, with a view to maintaining a sound balance of the Board of Directors’ composition, and where nomination of independent non-executive directors is under consideration, the requirements of Rule 3.13 of the HK Listing Rules shall be satisfied. The Nominating Committee is of the view that the re-election of Mr. Anthony C. Hooper as an independent non-executive director will enrich the Company’s knowledge and experience in the healthcare sector and international pharmaceutical commercial operations. The Nominating Committee is of the view that the re-election of Mr. Ranjeev Krishana as an independent non-executive director will enrich the Company’s knowledge and experience in the healthcare sector across international markets. The Nominating Committee is of the view that the re-election of Dr. Xiaodong Wang as a non-executive director will bring to the Company a wealth of extensive experience in cancer drug research and the biotech industry. The Nominating Committee is of the view that the re-election of Mr. Qingqing Yi as an independent non-executive director will enrich the Company’s knowledge and experience in capital markets and the healthcare sector. The Nominating Committee is of the view that the re-election of Ms. Shalini Sharp as an independent non-executive director will enrich the Company’s knowledge and expertise in the healthcare sector and financial management matters. In view of the above, in March 2025, the Nominating Committee recommended to the Board of Directors that Mr. Anthony Hooper, Mr. Ranjeev Krishana, Dr. Xiaodong Wang, Mr. Qingqing Yi and Ms. Shalini Sharp be nominated for re-election to the Board of Directors and the Board of Directors has recommended them to be elected by shareholders at the Annual Meeting. The Board of Directors considers that each of the candidates for independent non-executive director has many years of experience working in various sectors globally and has made significant contributions. Their election will facilitate better supervision of the Company’s business operations. Moreover, each of the candidates for independent non-executive directors has confirmed his or her independence pursuant to Rule 3.13 of the HK Listing Rules. The Board of Directors also considers that each of Mr. Anthony Hooper, Mr. Ranjeev Krishana, Mr. Qingqing Yi and Ms. Shalini Sharp meets the independence guidelines set out in Rule 3.13 of the HK Listing Rules and is independent in accordance with the terms of the guidelines. Directors Not Standing for Re-Election The names of and certain information of March 26, 2025 about the members of the Board of Directors who are not standing for re- election at the 2025 Annual Meeting are set forth below.

  11. Proposals 1 – 5. Election of Directors

    | Name | Position(s) | Director Since | Age | | Dr. Olivier Brandicourt | Director | 2024 | 69 | | Dr. Margaret Dugan | Director | 2022 | 68 | | Mr. Michael Goller | Director | 2015 | 50 | | Mr. John V. Oyler | Director | 2010 | 56 | | Dr. Alessandro Riva | Director | 2022 | 64 | | Dr. Corazon (Corsee) Sanders | Director | 2020 | 68 |

  12. Proposals 1 – 5. Election of Directors

    Class I Directors Continuing in Office Until the 2026 Annual General Meeting

  13. Proposals 1 – 5. Election of Directors

    | Dr. Margaret Dugan | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 68 Director Since: Feb. 2022 | Committees: Commercial and Medical Affairs Advisory Committee Compensation Committee (Chair) Scientific Advisory Committee | | | Experience: | | | | 2023 – Present: | Schrodinger, Inc. (Chief Medical Officer) | | | 2023 – Present: | Dracen Pharmaceuticals (Medical Consultant) | | | 2021 – 2024: | SonALAsense Pharmaceuticals (Senior Medical Consultant 2021-2022; Scientific Advisory Board Member 2021-2024) | | | 2018 – Present: | Salarius Pharmaceuticals (Senior Medical Advisor and Consultant) | | | Prior: | Novartis Pharmaceuticals Corp. (Senior Vice President of Clinical Development) Dracen Pharmaceuticals (Chief Medical Officer) Schering-Plough (Director, Oncology Clinical Research) American Cyanamid (Deputy Director, Clinical Research, Oncology) New York University Medical Center (Research Fellow, Hematology and Oncology Clinical Trials) | | | Other Public Company Directorships: N/A | | Former Public Company Directorships: N/A | | Qualifications: Dr. Dugan received her B.A. from New York University in 1977 and her M.D. in hematology and oncology from New York University in 1981. We believe that Dr. Dugan’s extensive scientific and leadership experience in the healthcare sector qualifies her to serve on the Board of Directors. | | |

  14. Proposals 1 – 5. Election of Directors

    | John V. Oyler | | | | Chairman of the Board of Directors, BeiGene, Ltd. | | | | Age: 56 Director Since: Oct. 2010 | Committees: N/A | | | Experience: | | | | 2010 – Present: | BeiGene, Ltd. (Co-Founder, Chairman and Chief Executive Officer) | | | Prior: | BioDuro, LLC (President and Chief Executive Officer) Galenea Corp. (Chief Executive Officer) Telephia, Inc. (Founder and President) Genta, Inc. (Co-Chief Executive Officer) McKinsey & Company (Management Consultant) | | | Other Public Company Directorships: N/A | | Former Public Company Directorships: N/A | | Qualifications: Mr. Oyler received his B.S. from the Massachusetts Institute of Technology in June 1990 and an MBA from Stanford University in January 1996. We believe that Mr. Oyler’s extensive leadership, executive, managerial, business and pharmaceutical and biotechnology company experience, along with his years of industry experience in the development of pharmaceutical products, qualifies him to serve as a member of the Board of Directors. | | |

  15. Proposals 1 – 5. Election of Directors

    | Dr. Alessandro Riva | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 64 Director Since: Feb. 2022 | Committees: Nominating and Corporate Governance Committee Scientific Advisory Committee (Co-Chair) | | | Experience: | | | | 2023 – Present: | Transgene S.A. (Chairman and Chief Executive Officer) | | | 2021 – 2023: | Intima Bioscience (Chief Executive Officer) | | | 2019 – 2021: | Ichnos Sciences (Chief Executive Officer) | | | 2017 – 2019: | Gilead Sciences (Executive Vice President and Global Head of Oncology Therapeutics and Cell & Gene Therapy) | | | Prior: | Novartis Pharmaceuticals (Executive Vice President and Global Head of Oncology Development and Medical Affairs) Novartis Oncology (Ad-Interim President) Breast Cancer International Research Group (Co-Founder) Cancer International Research Group (Co-Founder and Chief Executive Officer) Farmitalia Carlo Erba Rhône-Poulenc Rorer Aventis | | | Other Public Company Directorships: 2022 – Present: Transgene SA (Chair) 2021 – Present: Century Therapeutics, Inc. | | Former Public Company Directorships: N/A | | Qualifications: Dr. Riva received his M.D. in medicine and surgery from the University of Milan and board certification in oncology and hematology from the same institution. We believe that Dr. Riva’s extensive scientific and management experience in the healthcare sector qualifies him to serve on the Board of Directors. | | |

  16. Proposals 1 – 5. Election of Directors

    Class II Directors Continuing in Office Until the 2027 Annual General Meeting

  17. Proposals 1 – 5. Election of Directors

    | Dr. Olivier Brandicourt | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 69 Director Since: Jan. 2024 | Committees: Audit Committee Commercial and Medical Affairs Advisory Committee | | | Experience: | | | | 2019 – Present: | Blackstone Life Sciences (Senior Advisor) | | | 2015 – 2019: | Sanofi S.A. (Chief Executive Officer) | | | Prior: | Bayer HealthCare AG (Chief Executive Officer) Pfizer Inc. (Executive Leadership Team Member and President and General Manager of the Emerging Markets and Established Products business unit) | | | Other Public Company Directorships: 2020 – Present: Alnylam Pharmaceuticals, Inc. | | Former Public Company Directorships: Sanofi S.A. BenevolentAI S.A. | | Qualifications: Dr. Brandicourt studied medicine in Paris, specializing in Infectious Diseases and Tropical Medicine at the University of Paris V. He holds an advanced degree in Cellular and Immunological Pathophysiology from Paris Descartes University and a Master’s Degree in Biology from the University of Paris XII. We believe that Dr. Brandicourt’s extensive global operational, commercial and senior management experience in the healthcare sector qualifies him to serve as a member of the Board of Directors. | | |

  18. Proposals 1 – 5. Election of Directors

    | Michael Goller | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 50 Director Since: Apr. 2015 | Committees: Nominating and Corporate Governance Committee Scientific Advisory Committee | | | Experience: | | | | 2005 – Present: | Baker Bros. Advisors LP (Partner) | | | Prior: | JPMorgan Partners, LLC (Associate) Merrill Lynch and Co. (Investment Banker) | | | Other Public Company Directorships: 2015 – Present: DBV Technologies SA 2024 – Present: Replimune Group, Inc. | | Former Public Company Directorships: N/A | | Qualifications: Mr. Goller received a B.S. in Molecular and Cell Biology from The Pennsylvania State University in May 1997, and Master’s Degrees in both Biotechnology (School of Engineered and Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania in May 2005. We believe that Mr. Goller is qualified to serve on the Board of Directors based on his experience in the life sciences industry and for his knowledge in financial and corporate development matters. | | |

  19. Proposals 1 – 5. Election of Directors

    | Dr. Corazon (Corsee) D. Sanders | | | | Member of the Board of Directors, BeiGene, Ltd. | | | | Age: 68 Director Since: Aug. 2020 | Committees: Audit Committee Commercial and Medical Affairs Advisory Committee Scientific Advisory Committee | | | Experience: | | | | 2019 – 2020: | Bristol Myers Squibb Corporation (Transition Advisor) | | | 2018 – 2019: | Celgene Corporation (Strategic Advisor to the Chief Medical Officer) | | | Prior: | Juno Therapeutics Inc. (Member of the Executive Committee and Executive Vice President of Development Operations) Genentech/Roche (Global Head Clinical Operations; Global Head of Biometrics Group; and Co-Chair of the Portfolio Management Committee) | | | Other Public Company Directorships: 2020 – Present: Legend Biotech Corporation 2021 – Present: Ultragenyx Pharmaceutical Inc. | | Former Public Company Directorships: N/A | | Qualifications: Dr. Sanders earned her B.S. and M.S. in statistics, graduating magna cum laude from the University of the Philippines, and her M.A. and Ph.D. in statistics from the Wharton Doctoral Program at the University of Pennsylvania. We believe that Dr. Sanders’ extensive experience and knowledge in the healthcare sector and her scientific and leadership experience qualify her to serve on the Board of Directors. | | |

  20. Proposals 1 – 5. Election of Directors

    | 2024 Board Highlights |

  21. Proposals 1 – 5. Election of Directors

    | | | | | 11 | 9 | 3 | | Directors | Independent Directors | Female Directors |

  22. Proposals 1 – 5. Election of Directors

    | | | | 7 | 5 | | Hold Advanced Degrees in a Science Field | Standing Committees |

  23. Sublease Agreement

    Sublease Agreement On January 17, 2025, our wholly-owned subsidiary, BeiGene US Holdings, LLC, entered into a sublease agreement with ChemoCentryx, Inc., an affiliate of Amgen, to lease property in San Carlos, California, for the establishment of additional research facilities and office space in the U.S. The lease term will expire on February 27, 2031, unless terminated earlier. The base rent, subject to abatement provisions, is US$199,280 per month. BeiGene, Ltd. has provided a guarantee for all payments due under the sublease. Based solely on a Form 4 filed by Amgen on September 13, 2021, Amgen owns approximately 17.55% of the Company’s outstanding share capital as of March 26, 2025. Luye License Agreement In December 2022, we entered into an exclusive license agreement with Shandong Luye Pharmaceutical Co., Ltd. (“Luye”) to develop (exclusive of indications for which Luye has submitted the drug marketing authorization application to the China National Medical Products Administration) and commercialize BAITUOWEI®, the world’s first and only approved microsphere formulation of Goserelin, in mainland China. Under the terms of the agreement, BeiGene paid Luye an upfront license payment of US$48,665,000, exclusive of VAT, and a prepayment of US$30,000,000 to be applied toward future supply purchases in December 2022. Luye is also eligible to receive future milestone payments upon achievement of certain regulatory milestones, as well as tiered royalties on net sales. Luye may be deemed to be a related party under Item 404 of Reg. S-K due to Hillhouse Investment Management, Ltd. and related entities being a significant shareholder of both BeiGene and Luye. Shanghai Campus Agreements In August 2023, our wholly-owned subsidiary, BeiGene (Hong Kong) Co., Limited (“BeiGene HK”), entered into a subscription and shareholders’ agreement with GaoYue Centurion II Holdings Limited (“Cayman Gaoyue”) whereby BeiGene HK and Cayman Gaoyue entered into a joint venture through BeiGene Shanghai, whereby BeiGene HK and Cayman Gaoyue may bid together on and acquire certain properties. BeiGene HK owns 95% of BeiGene Shanghai while Cayman Gaoyue owns 5%. The Company’s total capital contribution to BeiGene Shanghai amounted to US$57,000,000, while Cayman Gaoyue contributed US$3,000,000. Cayman Gaoyue may be deemed to be a related party under Item 404 of Reg. S-K due to Hillhouse Capital Management, Ltd. and related entities being a significant shareholder of both BeiGene and Cayman Gaoyue. In July 2023, we entered into a service agreement with Shanghai Gaoyue Management Consulting Co., Ltd. (“Shanghai Gaoyue”) pursuant to which Shanghai Gaoyue, jointly with an independent third-party contractor, Lendlease, agreed to provide certain construction project due diligence and project management services. Under the terms of the agreement, BeiGene will pay Shanghai Gaoyue RMB 3,660,000 for such services. On April 10, 2024, the parties entered into an extension agreement, effective as of February 1, 2024, to extend the service term under the service agreement from February 1, 2024 to September 30, 2024, pursuant which BeiGene will pay an additional fee of RMB 1,395,940 for the services provided within the extended term. Shanghai Gaoyue may be deemed to be a related party under Item 404 of Reg. S-K due to Hillhouse Capital Management, Ltd. and related entities being a significant shareholder of both BeiGene and Shanghai Gaoyue. Consulting Agreement Dr. Xiaodong Wang, our Co-Founder, Chair of our Scientific Advisory Board and director, has been providing scientific and strategic advisory services to us since our founding in 2010. We initially entered into a consulting agreement with Dr. Wang for a term of three years in 2018. On February 24, 2021, we entered into a new consulting agreement on substantially the same terms and conditions (the “2021 Consulting Agreement”) for services to be performed during the period starting on January 1, 2021 and ending on December 31, 2023. On December 7, 2023 we entered into a new consulting agreement (the “2023 Consulting Agreement”) with Dr. Wang, effective January 1, 2024 through December 31, 2026 with substantially the same terms as the 2021 Consulting Agreement. Dr. Wang’s consulting services include leading our Scientific Advisory Board and providing short- and long-term strategic advice to our Company in his areas of expertise, participating in our leadership team meetings from time to time, and interacting with our key stakeholders on behalf of the Company. Through these and other contributions, Dr. Wang has helped us make significant progress on our research, development and business goals. For example, during 2024, Dr. Wang: ● Provided strategic advice to our CEO, President and COO and Global Head of R&D as well as other members of our senior management team in the significant expansion of our global operations, R&D pipeline and commercial portfolio; ● Provided strategic consultation on key regulatory filings; ● Attended meetings of our research team and provided strategic direction on critical projects that help advance our discovery efforts and new product pipeline; ● Provided strategic direction to assist in the continued development of our commercial-stage manufacturing and clinical R&D campus in Hopewell, New Jersey; and ● Assisted in the identification and progression of several business development opportunities and engaged in several investor meetings, serving as the Company’s key spokesperson on research and product pipeline. We believe that Dr. Wang’s international stature in scientific and biotechnology communities provides us with significant intangible benefits and access to key stakeholders in our industry. His scientific expertise and knowledge of oncology research and development are highly valuable to our Company, and his compensation is set to be in line with his major contributions to our Company that go far beyond his responsibilities and time commitment as a non-employee director. Under the Consulting Agreement, Dr. Wang is entitled to an annual fixed consulting fee of US$100,000 (subject to review and adjustments by the Board of Directors from time to time) and such additional compensation, which, if any, shall be determined in our sole discretion, subject to compliance with the requirements of the applicable stock exchange listing rules. In recognition of his significant contributions to our Company, in fiscal year 2024, we granted Dr. Wang a cash bonus in the amount of US$150,000 to be paid in 2025, an option to purchase 410,657 ordinary shares that had a grant date fair value of US$2,666,642 and an award of RSUs for 108,992 ordinary shares with a grant date fair value of US$1,333,308. As of December 31, 2024, the aggregate number of ordinary shares subject to options held by Dr. Wang was 9,035,722 shares and subject to RSUs held by Dr. Wang was 225,173 shares. Pi Health Agreements In March 2024, BeiGene, Ltd. completed the divestiture of Pi Health, Ltd. and its subsidiaries to Pi Health Inc. (“Pi Health”) in exchange for a majority of the preferred shares in Pi Health and in connection with Pi Health’s Series A funding. Pi Health is a global health technology and clinical research company which has developed front-end interoperable capture software (“FICS”), a digital network that connects life science sponsors and clinical trial sites by automating manual processes for data capture. In November 2023, BeOne Medicines USA, Inc. (formerly BeiGene USA, Inc.) entered into a master services agreement and subsequently two related statements of work as well as a subscription agreement with Pi Health, in exchange for Pi Health providing (i) implementation services surrounding FICS and a subscription to the FICS platform, and (ii) clinical trial and engineering services. Under these agreements,

  24. Strategic & Business Development

    Strategic & Business Development ● Announced a global licensing agreement with CSPC Zhongqi Pharmaceutical Technology (Shijiazhuang) Co., Ltd. for SYH2039, a novel MAT2A inhibitor being explored for solid tumors as monotherapy and in combination with BGB-58067 (MTA-cooperative PRMT5 inhibitor). ● Changed the Company’s Nasdaq stock ticker from “BGNE” to “ONC”. ● Delivered Total Shareholder Return of 11.4% for the five-year period ended on December 31, 2024, which is at the 38th percentile of our current peer group companies. Since IPO, BeiGene has delivered Total Shareholder Return of 486% which is at the 85th percentile of our current peer group companies.

  25. Compensation Highlights

    Compensation Highlights ● Our annual bonus program resulted in Company performance of 140%, reflecting strong 2024 performance and exceeding objectives. Our accomplishments are further described in the 2024 Non-Equity Incentive Program section of this Proxy Statement. In 2024, we commenced granting performance share units (“PSUs”) with total revenue as our key metric. These awards are available to all employees that are the level of senior vice president and above, including all of our NEOs. ● Our June 2024 equity grants reflect the equity mix of: one third PSUs, one third options, and one third restricted share units (“RSUs”). ● For our June 2025 equity grants, the equity mix for our PSU participants will be 50% PSUs, 25% options and 25% RSUs.

  26. Overview of our Compensation Programs

    | | Compensation Element | Purpose | Features | | FIXED | Base salary | To attract and retain highly skilled Executives | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and peer company data | | AT RISK COMPENSATION | Annual cash incentive program | To promote and reward the achievement of key short-term strategic and business goals of the Company as well as individual performance; to motivate and attract Executives | Variable component of pay based on annual corporate and individual performance | | | Equity incentive compensation | To encourage executives and other employees to focus on long-term Company performance and align their interests with shareholders; to promote retention; to reward outstanding Company and individual performance | Typically, subject to multi-year vesting based on continued service and are primarily in the form of PSUs, share options, and RSUs, the value of which depends on the performance of our shares and ADSs, to align employee interests with those of our shareholders over the longer-term |

  27. Overview of our Compensation Programs

    | What We Do | What We Don’t Do | | Maintain an industry-specific peer group for benchmarking pay Target pay based on market norms Deliver executive compensation primarily through performance-based pay Tie the majority of executive compensation to equity awards, the ultimate value of which is driven by our share price performance Set challenging short-term incentive award goals Offer market-competitive benefits for executives that are consistent with the rest of our employees Consult with an independent compensation advisor on compensation levels and practices Maintain a robust stock ownership policy for our executive officers equal to 6x base salary for our CEO, 3x base salary for our President and 1x base salary for our other executive officers Maintain a broad compensation recovery (“clawback”) policy | No hedging or pledging of equity unless approved by the Insider Trading Compliance Officer or the Audit Committee No re-pricing share options without shareholder approval No guaranteed cash or equity compensation increases No supplemental executive retirement plans No excise tax gross-up payments for change-of-control payments |

  28. Non-Binding, Advisory Vote on Executive Compensation

    Compensation Consultant The Compensation Committee concluded its relationship with F.W. Cook in April 2024 and retained Pay Governance in July 2024 to assist in an evaluation of our compensation philosophy, validate our compensation peer group, develop competitive market data to benchmark the compensation for our named executive officers and advise on matters related to our compensation structure and programs generally. Pay Governance also consulted with the Compensation Committee about non-employee director compensation. During 2024, Pay Governance reported directly to the Compensation Committee, performing the services described above on behalf of the Compensation Committee and interacting with our management while performing those services. Based on consideration of the factors set forth in the rules of the SEC and Nasdaq, the Compensation Committee has determined that its relationship with F.W. Cook and Pay Governance, and the work performed by both compensation consultants during 2024 on behalf of the Compensation Committee has not raised any conflicts of interest. Defining and Comparing Compensation to Market Benchmarks In evaluating the total compensation of our named executive officers, the Compensation Committee, using information provided by our compensation consultant, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

  29. Non-Binding, Advisory Vote on Executive Compensation

    | Peer Group Criteria | | | | | | Industry | Relevance | Size | | General Characteristics: | Biotechnology and pharmaceuticals | Competitors for labor Competitors for capital Comparable scope and complexity Comparable in terms of R&D/commercialization Listed in major U.S. exchanges with proper executive compensation disclosure in proxy statements | Comparable in terms of R&D/commercialization Market capitalization between 0.33x and 3x of BeiGene’s size Revenue is a secondary consideration because it can lag development |

  30. Non-Binding, Advisory Vote on Executive Compensation

    Based on these general criteria, our peer group for considering 2024 compensation decisions, referred to as our 2024 peer group, as approved by the Compensation Committee, comprised of the following 13 companies:

  31. Non-Binding, Advisory Vote on Executive Compensation

    At the time the peer group was selected, BeiGene’s market capitalization was near the 50th percentile of the peers’ market capitalization for the most recently disclosed fiscal year (i.e., the period corresponding to the most recent pay disclosures). We believe that the compensation practices of our 2024 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers during 2024. Notwithstanding the similarities of the 2024 peer group to our Company, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. In 2024, the Compensation Committee generally positioned our officers’ total cash compensation, including base salaries and target annual incentives, at or below the 25th percentile, and equity incentive awards more competitive to the market, in order to link compensation more closely with corporate performance and the creation of shareholder value. In addition, the Compensation Committee may consider other criteria, including market factors, the experience level of the executive and the executive’s performance against company goals, in determining variations to this general target range. For purposes of compensation in 2024, the Compensation Committee, with the advice of our compensation consultant, examined our 2024 peer group considering our continued growth throughout 2024, the stage of development of our research, clinical and commercial programs, and changes in our market capitalization. With reference to these and consideration of other key business metrics, our current peer group only has two changes for 2025. Two peer companies, Horizon Therapeutics and Seagen, have been acquired and are no longer publicly traded so they have been removed from our peer group. As a result, we have added two companies: Exelixis, Inc. and Gilead Sciences, Inc., as approved by the Compensation Committee. Our 2025 peer group continues to be comprised of 13 companies. At the time the peer group was approved, BeiGene’s size was positioned near the median in terms of both market capitalization and estimated 2024 revenue. Our 2025 peer group is shown below:

  32. Non-Binding, Advisory Vote on Executive Compensation

    Other Key Performance Factors in Determining Executive Compensation As the biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous approval phase involving clinical studies and governmental regulatory approval, many of the traditional benchmarking metrics alone, such as profit measures, may not be appropriate for a global oncology company such as our Company. Instead, the specific performance factors the Compensation Committee considers when determining the compensation of our named executive officers include: ● new product launches and product sales revenues; ● key research and development achievements; ● initiation and progress of clinical trials for our medicines and drug candidates; ● expansion of our commercialization, manufacturing and operational capabilities; ● achievement of regulatory milestones; ● establishment and maintenance of key strategic relationships and new business initiatives, including collaborations and financings; and ● development of organizational capabilities and management of our growth. These performance factors are considered by the Compensation Committee in connection with our annual performance reviews described below and are a critical component in the determination of annual cash and equity incentive awards for our executive officers. Compensation Objectives and Philosophy The goal of our compensation programs is to provide market-based compensation opportunities and align compensation delivery with performance, measured both internally against budgets and externally through long-term shareholder value creation. Our compensation programs enable us to attract, motivate and retain executive and independent director talent so that we may best serve our patients across the globe. Further, our compensation programs are aligned with the shareholders’ interests, our business goals and market best practices. We aim to ensure that the total compensation paid to all of our Executives and Directors is fair, reasonable and competitive. We believe that the compensation program aligns with our objectives, although we are continually benchmarking and otherwise assessing our programs and practices. We engage our independent consultant, Pay Governance, which reports directly to the Compensation Committee. Pay Governance assists with the evaluation of our compensation philosophy, determination of our compensation peer group, assembly of competitive market data to benchmark the compensation for our Executives and Directors, and development of recommendations for the Compensation Committee. The market for qualified and talented executives in the biopharmaceutical industry, particularly in oncology and in the locations where we operate, is highly competitive, and we compete for talent with many companies that have greater resources than we do. Globally, immuno-oncology is one of the most competitive fields where companies, large and small, compete for talent. Since there are a limited number of highly qualified biopharmaceutical executives, we compete with large multinational pharmaceutical companies and an increasing number of growing biotechnology companies for talent. In light of these factors, we believe that our compensation program is a critical factor in our ability to attract, motivate, and retain top talent in this exceedingly competitive environment and, in turn, to our ability to capitalize on our market opportunity and succeed as a company. We may award annual merit-based increases in base salary based upon an assessment of each executive’s performance and the scope of his or her responsibilities, although executive officer salaries generally have been at or below the 25th percentile. We have a formal annual bonus plan with pre-established goals and weightings, which was designed to reward annual achievements based upon quantitative and qualitative company performance as well as individual performance. We awarded cash incentive payments to our named executive officers and the other members of our senior management team under our annual incentive program, which is described in more detail below. We typically make equity grants to our executive officers upon commencement of their employment and annually following a review of company performance and their individual performance. Our pay philosophy for executive officers emphasizes equity compensation over cash to strengthen executive officers’ alignment with shareholders and ensure that pay delivery is connected to actual company performance. The mix of compensation components is designed to reward annual results as well as drive long-term company performance and create shareholder value. Components of Compensation

  33. Base Salary

    Base Salary We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. The Compensation Committee typically determines the base salary for each executive based on the executive’s responsibilities, experience and, if applicable, the base salary level of the executive prior to joining our Company. In addition, the Compensation Committee reviews and considers the level of base salary paid by companies in our peer group for similar positions. Merit-based increases in base salary for our executive officers, other than our Chief Executive Officer, President, Chief Operating Officer and General Manager, China, and Chief Financial Officer, are determined by the Compensation Committee based upon a summary of the executive officer’s performance and a recommendation from our Chief Executive Officer. Our Chief Executive Officer also provided a summary of performance for our President; Chief Operating Officer and General Manager, China; Chief Financial Officer; Global Head of R&D; and Senior Vice President, General Counsel, and a recommendation for their merit-based increase in base salary. Any merit-based increase in base salary for our Chief Executive Officer, President, Chief Operating Officer and General Manager, China, and Chief Financial Officer is determined by the Board of Directors and is based upon an assessment of performance by the Compensation Committee, input from the Board of Directors and a review of competitive benchmarking by the Compensation Committee. At the beginning of 2024, the Compensation Committee and/or the Board of Directors approved merit increases in base salary for each of our named executive officers serving at that time, based upon the Company’s performance, each executive officer’s performance, and, in comparison to the base salaries of similar executive officers in our 2024 peer group. With respect to Mr. Oyler, our Chief Executive Officer, his annual base salary was increased from US$871,000 (the 25th percentile of our 2023 peer group determined at the end of 2022) to US$1,100,000 (the 25th percentile of our 2024 peer group determined at the end of 2023). After the increases (shown in the table below), our named executive officers were all compensated at or below the 25th percentile of our 2024 peer group. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers serving at the time the decisions were made in February 2024; dollar amounts reflect full-year salaries without prorations, if executives only served a portion of the year:

  34. 2024 Annual Non-Equity Incentive Program

    2024 Annual Non-Equity Incentive Program In January 2024, the Compensation Committee approved our annual cash incentive program for 2024. Our bonus plan was based on pre-established, quantifiable objectives. For 2024, each of our named executive officers’ cash incentive award was based 75% on Company goals and 25% on individual performance. The Company performance metrics against which our named executive officers are measured are clearly communicated, measurable, and consistently applied. Potential payouts range from 0% to 162.5% of the target opportunity to align delivered pay with actual performance. The 162.5% maximum is calculated as follows: the corporate portion is weighted 75% with a maximum of 150% of target plus the individual portion is weighted 25% and capped at 200% of target. In addition, the Compensation Committee had the discretion under the 2024 annual cash incentive program to adjust downward any cash incentive award as it deemed appropriate. In making its determination regarding awards under the 2024 annual cash incentive program, the Compensation Committee considered our success against our 2024 company target and stretch goals in funding the corporate portion. The 2024 Company goals approved by the Compensation Committee, the relative target and maximum weightings assigned to each goal at the beginning of the year, and the actual achievement during the performance period as a percentage of our target company goals, were as follows:

  35. 2024 Annual Non-Equity Incentive Program

    2024 Annual Non-Equity Incentive Program

  36. 2024 Annual Non-Equity Incentive Program

    | 2024 Corporate Goals | 2024 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2024 (as a % of target) | | Global Leadership, Access and Reputation | | 35% | 52.5% | 49.4% (*141%) | | | Continued to build a global reputation as an innovative oncology leader, with key achievements including: 1. Overachieved annual total revenue goals for North America (106% of Annual Operating Plan (“AOP”) and Europe (108% of AOP). 2. Secured US market leadership with BRUKINSA in new patient starts for both frontline and relapsed or refractory (“R/R”) chronic lymphocytic leukemia (“CLL”). 3. Obtained BRUKINSA R/R follicular lymphoma (“FL”) approval. 4. Achieved target TEVIMBRA approvals in the US and EU, including multiple expedited/ additional approvals. 5. Achieved TEVIMBRA launch readiness in the US and EU. | | | | | China Commercial Leadership | | 15% | 22.5% | 19.7% (*131%) | | | Continued to strive to be a commercial leader in China, with key achievements including: 1. Achieved China commercial contribution margin of 101% of AOP. 2. Achieved approval for TEVIMBRA in first line gastric cancer; extensive-stage small cell lung cancer and neo adj/adj non-small cell lung cancer approvals achieved ahead of target goal; BRUKINSA approval in R/R FL. | | | | | Broader Accessibility | | 5% | 7.5% | 5.8% (*115%) | | | Continued to build a strategic presence in designated APAC, New Market regions (includes South Africa, U.A.E., Saudi Arbia, Israel and Turkey), Latin America (Brazil) with key achievements including: 1. Achieved APAC and New Markets total revenue goals of 96% and 98%, respectively. | | | |

  37. 2024 Annual Non-Equity Incentive Program

    | 2024 Corporate Goals | 2024 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2024 (as a % of target) | | | 2. Obtained new approval for BRUKINSA in Japan, as well as additional and/or expedited approvals in key markets. 3. Achieved new approvals for TEVIMBRA in Australia and Brazil, as well as additional and/or expedited approvals. | | | | | World Leading Clinical Development | | 10% | 15% | 15.0% (*150%) | | | Continued to strive towards world leading clinical development, with key achievements including: 1. Achieved key submissions for BRUKINSA for all indications in the US, EU and Canada and TEVIMBRA submissions in EU, China and Japan. 2. Advanced key clinical programs for BCL-2i, BTK-CDAC and BRUKINSA, including newly planned Phase 3 head-to-head of our BTK-CDAC vs. pirtobrutinib in response to new data at ASH 2024. 3. Achieved “Fast to POC” goal by reducing preclinical development from start of good laboratory practice toxicology study to first subjects enrolled, condensing Phase 1a dose escalation, and accelerating Phase 1b dose expansion to initiate within target timeframe after Phase 1a recommended dose for expansion completion. 4. Developed disease strategy in prioritized disease areas by integrating scientific, clinical, and commercial perspectives in Solid Tumors: lung, gastrointestinal and breast and Hematology: mantle cell lymphoma, CLL and acute myeloid leukemia. | | | | | Research and Innovation | | 5% | 8% | 7.0% (*140%) | | | Created patient value through scientific discovery and clinical differentiation, with key achievements including: 1. Overachieved on selection of preclinical candidates (9 vs. goal of 8) with global first-in-class or best-in-class scientific hypothesis. | | | |

  38. 2024 Annual Non-Equity Incentive Program

    | 2024 Corporate Goals | 2024 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2024 (as a % of target) | | | 2. Overachieved target number of first patient dosed for assets in first-in-human studies with global first-in-class or best-in-class hypothesis (13 vs. goal of 8). 3. Strengthened the power and broadness of technology platforms. | | | | | | 4. Upgraded governance model to accelerate program set-up and enhance program management efficiency. | | | | | Business Maturity and Corporate Health | | 30% | 45% | 42.9% (*143%) | | | Continued to build a more mature global business, with key achievements including: 1. Recruited and retained key talent and maintained employee engagement. 2. Achieved non-GAAP operating profit goals ahead of plan and narrowed non-GAAP operating loss. 3. Opened US biologic manufacturing and clinical R&D facility in Hopewell, NJ. 4. Proposed re-domiciliation to Switzerland. 5. Announced intent to change name to BeOne Medicines and changed Nasdaq stock ticker to ONC in January 2025. | | | | | TOTAL | | 100% | 150% | 140% |

  39. 2024 Annual Non-Equity Incentive Program

    * These values are rounded The Compensation Committee determined actual achievement against the pre-defined company goals for 2024. Specifically, during 2024, we made significant progress on our business goals, including the events which are summarized above under “2024 Performance Highlights.” Based on our overall performance during 2024, the Compensation Committee determined that our corporate performance should be scored at 140% of target based on our Company’s extraordinary performance during the year. In determining each named executive officer’s 2024 annual cash bonus, the Compensation Committee also considered individual performance in addition to the Company’s performance. Based on the recommendation of the Compensation Committee, the Board of Directors determined that for individual performance, Mr. Oyler, Dr. Wu and Mr. Rosenberg each achieved 140% of target. The Compensation Committee determined that for individual performance, Dr. Wang and Mr. Lee each achieved 140% of target. These individual performance achievements of 140% align with the Company’s overall performance of 140%. The table below shows the target award under our 2024 incentive program as a percentage of each named executive officer’s annual base salary in 2024, the target cash award opportunity in dollars for 2024 and the actual cash bonus payments made to our named executive officers for 2024 performance, which were paid in March 2025, as well as the actual overall bonus payment as a percentage of the target award opportunity.

  40. 2024 Annual Non-Equity Incentive Program

    | Name(3) | 2024 Target Award (% of Base Salary) | 2024 Target Award Opportunity (US$) | 2024 Actual Bonus Payment (US$) | 2024 Actual Bonus Payment (% of Target Award Opportunity) | | John V. Oyler | 100% | 1,100,000 | 1,540,000 | 140% | | Dr. Xiaobin Wu | 75% | 593,234(1) | 830,527(1) | 140% | | Aaron Rosenberg | 60% | 372,000 | 520,800 | 140% | | Dr. Lai Wang | 60% | 345,376(1) | 483,526(1) | 140% | | Chan Lee | 50% | 310,500 | 434,700 | 140% |

  41. 2024 Annual Non-Equity Incentive Program

    (1) Bonus payment was calculated using 2024 RMB salary which was translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00=US$0.1391 in 2024. Ms. Wang departed from the Company in July 2024 and, accordingly, was not eligible to receive an annual bonus for 2024 performance.

  42. Equity Awards

    Equity Awards Our equity award program is designed to: ● reward demonstrated leadership and performance; ● align our executive officers’ interests with those of our shareholders; ● retain our executive officers through the term of the awards; ● maintain competitive levels of executive compensation; and ● motivate our executive officers for outstanding future performance. The market for qualified and talented executives in the biopharmaceutical industry, particularly in oncology and in the locations where we operate, is highly competitive, and we compete for talent with many companies that have greater resources than we do. We believe equity compensation is a crucial component of the executive compensation packages we offer because it provides upside opportunity while directly aligning realizable pay with actual shareholder return. We typically grant equity awards to each of our executive officers upon commencement of employment and annually in connection with our review of corporate and individual performance. All equity awards to our executive officers are approved by the Compensation Committee or, in the case of equity awards for our Chief Executive Officer, President, Chief Operating Officer and General Manager, China, and Chief Financial Officer, are reviewed and recommended by the Compensation Committee for approval by the Board of Directors. Other than equity awards to new hires, which are generally granted on the last business day of the month in which employees commence employment, equity awards are typically granted in June of each year. The size of equity awards varies among our executive officers based on their positions and annual performance assessments. In addition, the Compensation Committee reviews all components of the executive’s compensation to ensure that his or her total compensation is aligned with our objectives. All share options granted to our executives have an exercise price equal to the higher of 1/13 of the closing price of our ADSs on the date of grant or 1/13 of the average closing price of our ADSs for the five business days prior to the date of grant, and the recipient will not realize any value from his or her options unless our share price increases above the exercise price. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with shareholder value creation. In addition, time-vested RSU grants to our executive officers typically vest in equal annual installments over four years, which we believe provides an incentive to our executives to add value to the Company over the long term and to remain with our Company. Typically, the share options we grant to our executives have a 10-year term and vest as to 25% of the shares on the first anniversary of the grant date and then in equal monthly installments thereafter until the fourth anniversary of such date. In 2024, the Company introduced Performance Share Units (PSUs) as part of the annual equity mix for named executive officers and all senior vice presidents. In 2024, the annual equity mix was 1/3 PSUs, 1/3 options and 1/3 RSUs. In 2025, the portion of PSUs has increased, and the new annual equity mix starting in 2025, is 50% PSUs, 25% options and 25% RSUs. The Compensation Committee approved the change of the executive equity mix to further align executive pay with Company performance. The mix of PSUs, options and RSUs granted to Mr. Oyler may change as PSUs and RSUs are subject to a limit under HK Listing Rules. The first 2024 PSU performance period was from January 1, 2024 to December 31, 2026. The PSUs are divided into three equal performance periods (2024, 2025, 2026), with one-third of the target number of awards tied to each year. Total revenue is the performance metric of the PSU and will be calculated on a constant-currency basis. Total revenue targets are established for each year. We have omitted the disclosure of specific revenue targets because they involve confidential financial information, the disclosure of which could result in competitive harm to us. However, we have set performance goals at challenging levels, which we believe are difficult to achieve and would require substantial and sustained performance to be achieved at target levels. Payout may range from 0-200% of the target number of PSUs, based on our achievement against total revenue goals. For the first year of performance (2024) of the three-year performance period, the PSU earnout was 123%, based on total revenue results for 2024 of US$3.8 billion in constant currency relative to the revenue target for 2024 of US$3.6 billion. Earned PSUs will vest after the end of the three-year performance period, as soon as the US GAAP total revenue number is finalized. The total revenue number is typically finalized at the end of February following the end of the performance period. Vesting of option grants, RSUs and PSUs to employees ceases upon termination of employment. Exercise rights on vested options typically cease three months following termination of employment, except in the case of death or disability. Prior to the exercise of an option, the holder of a share option does not have any rights as a shareholder with respect to the shares subject to that option, including voting rights or the right to receive dividends or dividend equivalents. As part of the ongoing review of our compensation strategy and practices, the Compensation Committee determines the appropriate mix of the type of equity awards, based in part on recommendations from our compensation consultant. The Compensation Committee believes that this deliberate mix of equity ensures that wealth creation remains tied to share performance and promotes retention. The Compensation Committee may adjust the mix of award types or approve different award types as part of the Company’s overall compensation strategy. Awards made in connection with a new, extended or expanded employment relationship may involve a different mix of equity awards, depending on the Compensation Committee’s assessment of the total compensation package being offered. In connection with the annual review of each executive officer’s performance, in June 2024, the Board of Directors and/or the Compensation Committee approved annual equity incentive awards for our named executive officers serving at that time. The annual equity incentive awards granted in June 2024 to our named executive officers serving at that time are set forth in the table below:

  43. Equity Awards

    | | Option Award | | | RSU/PSU Awards | | | | Name | Option Award (# Ordinary Shares) | Grant Date Fair Value (US$) | Exercise Price per Ordinary Shares (US$) | RSU/PSU Award (# Ordinary Shares) | Grant Date Fair Value (US$) | Total Grant Date Fair Value (US$) | | John V. Oyler | 923,975 | 5,999,924 | 12.23 | 980,928 | 11,999,768 | 17,999,692 | | Dr. Xiaobin Wu | 477,386 | 3,099,954 | 12.23 | 506,818 | 6,199,944 | 9,299,898 | | Julia Wang | 256,659 | 1,666,641 | 12.23 | 272,480 | 3,333,269 | 4,999,910 | | Aaron Rosenberg(1) | — | — | — | — | — | — | | Dr. Lai Wang | 318,253 | 2,066,608 | 12.23 | 337,870 | 4,133,190 | 6,199,798 | | Chan Lee | 184,795 | 1,199,985 | 12.23 | 196,170 | 2,399,763 | 3,599,748 |

  44. Equity Awards

    (1) Mr. Rosenberg joined the Company in July 2024; therefore, he was not employed at the time the annual awards were granted. Mr. Rosenberg received share options, PSUs and RSUs upon his commencement of employment with us. The standard mix for our 2024 executive equity awards was 1/3 PSUs, 1/3 options and 1/3 RSUs, and the 2024 annual awards to our named executive officers were granted using this mix. The equity awards granted to our named executive officers during 2024, and the grant date fair value of those awards determined in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, are shown in the 2024 Grants of Plan-Based Awards table below.

  45. Benefits and Other Compensation

    Benefits and Other Compensation Other compensation to our executives consists primarily of broad-based benefits that we provide to all full-time employees (which may vary based on the location of employment), including health benefits (medical, dental and vision insurance), life and disability insurance, and retirement benefits. In addition, our full-time employees in the People’s Republic of China (“PRC”), including some of our named executive officers, participate in a government mandated defined contribution plan, pursuant to which pension benefits, medical care, an employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that our PRC subsidiaries make contributions to the government for these benefits based on percentages of the employees’ salaries. Our U.S. subsidiary maintains a 401(k) retirement plan for eligible employees (which may include full-time or part-time) in the United States, including some of our named executive officers, with an opportunity to save for retirement on a pre-tax, Roth or after-tax basis. Pursuant to the 401(k) plan, participants will be able to elect to contribute to the statutorily prescribed annual limit (which was US$23,000 in 2024), with additional contribution amounts not to exceed US$7,500 available to participants beginning in the year they become 50 years of age. Our U.S. subsidiary matched employee contributions dollar for dollar up to 6% of eligible compensation, for 2024, which includes base salary and annual bonus. Pursuant to the Fourth Amended and Restated 2018 Employee Share Purchase Plan (the “2018 ESPP”) our employees, including some of our named executive officers, have an opportunity to purchase our ordinary shares (including in the form of ADSs) at a discount on a U.S. tax-qualified basis through payroll deductions. The 2018 ESPP is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the 2018 ESPP is to encourage our employees, including our named executive officers, to become our shareholders and better align their interests with those of our other shareholders. Our Chief Executive Officer is not eligible to participate in the 2018 ESPP because he owns more than 5% of our outstanding shares. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes, as disclosed in this Proxy Statement. For example, we provide tax equalization and reimbursement for tax preparation services for some of our named executive officers due to the complexity of the international tax regime. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee. Our named executive officers may be entitled to certain severance and/or change in control protections pursuant to their employment agreements, which are described below under “Employment Agreements with Our Named Executive Officers.” Our goal in providing severance and change in control benefits is to offer sufficient cash continuity protection such that our executives will focus their full time and attention on the requirements of the business rather than the potential implications for their respective position. We prefer to have certainty regarding the potential severance amounts payable to the named executive officers, rather than negotiating severance at the time that a named executive officer’s employment terminates. 2025 Compensation Actions

  46. Base Salary

    Base Salary In February 2025, the Compensation Committee and/or the Board of Directors approved merit increases in base salary for all of our named executive officers serving at that time effective as of March 1, 2025, based upon the Company’s and individual’s performance in 2024 and, in comparison to the base salary of similar executive officers in our 2025 peer group. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers receiving an increase, with 2025 base salaries now at the 25th percentile of our current peer group for each of our named executive officers, to align with our compensation philosophy.

  47. Annual Equity Pay Mix

    Annual Equity Pay Mix In December 2024, the Compensation Committee approved a change to the mix for our executive equity awards from 1/3 PSUs, 1/3 options, and 1/3 RSUs for 2024 to 50% PSUs, 25% options and 25% RSUs for senior vice presidents and above. The portion of PSUs was increased from one third to 50% to further align executive pay with Company performance. Compensation Policies and Practices

  48. Delegation of Equity Granting to Our Chief Executive Officer and/or Chief Financial Officer

    Delegation of Equity Granting to Our Chief Executive Officer and/or Chief Financial Officer Currently, all of our employees, including our named executive officers, are eligible to participate in the Third Amended and Restated 2016 Share Option and Incentive Plan (the “2016 Plan”). All new full-time employees are granted share options and/or RSUs when they start employment and certain continuing employees are eligible for share option and/or RSU awards on an annual basis based on performance and upon promotions to positions of greater responsibility. The Compensation Committee has delegated to our Chief Executive Officer and/or our Chief Financial Officer, the authority to make equity awards under our 2016 Plan to new hires and in connection with promotions and with our annual incentive program, in each case other than to employees with a title of senior vice president or above or who are subject to Section 16 of the Exchange Act. The value of shares underlying share options and the value of RSUs either of them may grant to any one individual must be within a range based on job title specifically set by the Compensation Committee for these awards, and the aggregate number of shares underlying share options and the number of RSUs either of them may grant within a period must be within specified limits set by the Compensation Committee for these awards. The exercise price of share options is equal to the higher of 1/13 of the closing price of our ADSs on the Nasdaq on the date of grant and the average closing price of our ADSs over the five business days prior to the date of grant. With respect to share option awards and RSUs to new hires other than the employees with a title of senior vice president or above, our Chief Executive Officer and/or Chief Financial Officer are authorized to approve the award in connection with such hire and provide that the award is generally to be granted on the last trading day of the calendar month following the employee’s start date. With respect to share option and RSU awards made in connection with promotions other than of employees with a title of senior vice president or above, John V. Oyler or Aaron Rosenberg is authorized to approve the awards in connection with such promotion. We are required to maintain a list of share options and RSUs granted pursuant to this delegated authority and periodically report to the Compensation Committee such awards.

  49. Clawback Policy

    Clawback Policy The Compensation Committee and Board of Directors adopted our compensation recovery policy on November 21, 2023, in compliance with the Nasdaq listing rules. A copy of the compensation recovery policy is filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023. The policy allows the Company to recover erroneously awarded incentive-based compensation tied to a financial reporting measure from executive officers and certain other employees designed by the Board of Directors or the Compensation Committee as being subject to the policy in the event the Company is required to prepare a restatement of previously issued financials due to material noncompliance with any financial reporting requirement, regardless of fault or misconduct, under securities laws. Incentive-based compensation includes any compensation that is granted, earned, or vested based on attainment of a financial reporting measures, including but not limited to stock options, restricted stock units, and performance stock units. The policy further permits the Company to recover all equity-based compensation, even that not tied to a financial reporting measure, to the extent the restatement is on account of such person’s gross negligence, willful misconduct or fraud.

  50. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We typically grant equity awards to our named executive officers upon commencement of employment and annually in connection with our review of corporate and individual performance. Prior to our annual general meeting of shareholders each year, it is the Compensation Committee’s long-standing practice to review the Company’s results from the previous fiscal year and the Company’s financial plan and strategy for the upcoming fiscal year and, based on those reviews, approve the granting of equity awards for our named executive officers for the upcoming fiscal year. The grant date for those equity awards has historically been on or near the date of our annual general meeting of shareholders, which date is generally set well in advance. It is the Compensation Committee’s belief that maintaining a consistent grant practice, based on a date set in advance, is in the best interests of the Company. Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing and terms of equity awards, and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Compensation Risk Assessment We believe that although a portion of the compensation provided to our executive officers and other employees is performance- based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us. COMPENSATION COMMITTEE REPORT The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing. The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based upon such review and discussion, the Compensation Committee recommended to the Board of Directors that such section be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024. THE COMPENSATION COMMITTEE Dr. Margaret Dugan (Chair) Ranjeev Krishana Qingqing Yi COMPENSATION TABLES Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid during the fiscal years ended December 31, 2024, 2023 and 2022, to each of our named executive officers.

  51. Policies and Practices Related to the Grant of Certain Equity Awards

    | Name and Principal Position | Year | Annual Salary (US$) | Share Awards (US$)(1) — RSUs & PSUs | Option Awards (US$)(1) | Non-Equity Incentive Plan Compensation (US$) | All Other Compensation (US$) | Total | | John V. Oyler, Co-Founder, Chairman and Chief Executive Officer | | | | | | | | | | 2024 | 1,100,000 | 11,999,768 | 5,999,924 | 1,540,000(2) | 196,747(11) | 20,836,439 | | | 2023 | 871,000 | 5,499,851 | 10,999,987 | 1,132,300(6) | 403,692 | 18,906,830 | | | 2022 | 800,000 | 3,999,886 | 11,999,969 | 1,120,000(7) | 127,812 | 18,047,667 | | Dr. Xiaobin Wu, President, Chief Operating Officer and General Manager, China | | | | | | | | | | 2024 | 790,978(3) | 6,199,944 | 3,099,954 | 830,527(2)(3) | 216,690(3)(12) | 11,138,093 | | | 2023 | 756,345(4) | 3,099,836 | 6,199,947 | 737,437(4)(6) | 206,604(4) | 11,000,169 | | | 2022 | 721,642(5) | 2,249,887 | 6,749,952 | 757,724(5)(7) | 212,688(5) | 10,691,893 | | Aaron Rosenberg, Chief Financial Officer | | | | | | | | | | 2024 | 620,000(14) | 3,333,177 | 1,666,662 | 520,800(2) | 9,539(10) | 6,150,178 | | Julia Wang, Former Chief Financial Officer | | | | | | | | | | 2024 | 620,000(14) | 4,474,064(15) | 3,720,273(15) | — | 1,510,200(8) | 10,324,537 | | | 2023 | 600,000 | 1,666,622 | 3,333,291 | 450,000(6) | 16,500 | 6,066,413 | | | 2022 | 560,000 | 2,249,925 | 3,749,918 | 392,000(7) | 12,200 | 6,964,043 | | Lai Wang, Global Head of R&D | | | | | | | | | | 2024 | 611,031(3) | 4,133,190 | 2,066,608 | 513,266(2)(3) | 78,356(3)(13) | 7,402,451 | | | 2023 | 585,558(4) | 2,066,490 | 4,133,298 | 456,735(4)(6) | 74,485(4) | 7,316,566 | | | 2022 | 545,979(5) | 1,499,977 | 4,499,968 | 382,185(5)(7) | 68,757(5) | 6,996,866 | | Chan Lee, Senior Vice President, General Counsel | | | | | | | | | | 2024 | 621,000 | 2,399,763 | 1,199,985 | 434,700(2) | 20,700(9) | 4,676,148 | | | 2023 | 600,000 | 1,014,247 | 2,028,619 | 390,000(6) | 16,500 | 4,049,366 |

  52. John V. Oyler

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Change in Control (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | Termination due to Death or Disability (US$) | | Compensation: | | | | | | Base salary | 1,833,333(1) | — | 2,200,000(7) | — | | Cash incentive bonus | 1,120,000(2) | — | 1,120,000(2) | 1,100,000(8) | | Share options unvested and accelerated | 2,567,473(3) | 3,405,610(5) | 3,405,610(5) | 1,828,049(9) | | RSU and PSU awards unvested and accelerated | 13,549,402(4) | 21,806,493(6) | 21,806,493(6) | 13,937,478(10) | | Total | 19,070,208 | 25,212,104 | 28,532,103 | 16,865,527 |

  53. Dr. Xiaobin Wu

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | Termination due to Death or Disability (US$) | | Compensation: | | | | | Base salary | 1,186,467(1) | 1,186,467(1) | — | | Cash incentive bonus | — | — | 593,234(5) | | Share options unvested and accelerated | — | 1,841,707(3) | 954,038(6) | | RSU and PSU awards unvested and accelerated | — | 11,425,976(4) | 7,201,104(7) | | Healthcare benefits | 16,995(2) | 16,995(2) | — | | Total | 1,203,462 | 14,471,145 | 8,748,376 |

  54. Aaron Rosenberg

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | Termination due to Death or Disability (US$) | | Compensation: | | | | | Base salary | 620,000(1) | 620,000(1) | — | | Cash incentive bonus | — | — | 372,000(7) | | Share options unvested and accelerated | 11,617(2) | 32,808(4) | 32,808(8) | | RSU and PSU awards unvested and accelerated | 420,954(3) | 3,368,741(5) | 3,368,741(9) | | Healthcare benefits | 42,492(6) | 42,492(6) | — | | Total | 1,095,063 | 4,064,041 | 3,773,549 |

  55. Chan Lee

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | Termination due to Death or Disability (US$) | | Compensation: | | | | | Base salary | 621,000(1) | 621,000(1) | — | | Cash incentive bonus | — | — | 310,500(7) | | Share options unvested and accelerated | 0(2) | 369,306(4) | 369,306(8) | | RSU and PSU awards unvested and accelerated | 412,088(3) | 4,310,393(5) | 2,787,274(9) | | Healthcare benefits | 43,269(6) | 43,269(6) | — | | Total | 1,076,357 | 5,756,055 | 3,467,080 |

  56. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2024 as calculated using Summary Compensation Table requirements was US$88,543. Our Chief Executive Officer’s compensation in 2024 as reported in the Summary Compensation Table was US$20,836,439. Therefore, our CEO Pay Ratio for 2024 is approximately 235:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions. Pay Versus Performance Comparison As discussed in the Compensation Discussion and Analysis above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our named executive officers’ realized compensation to the achievement of BeiGene’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. Pursuant to SEC rules, the Pay Versus Performance table set forth directly below is required to include “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the non-CEO NEOs. “Compensation Actually Paid” is an SEC defined term that represents a calculation of compensation that differs significantly from both the compensation paid to the executive during the year, as well as the Summary Compensation Table calculation of compensation, as described in footnote 2 of the below table. For example, the “Compensation Actually Paid” calculation for a given year includes the change in fair value of multiple years of equity grants that are outstanding and unvested during the year, or which vested during the year, whereas the Summary Compensation Table calculation includes only the fair value of equity awards granted during the year. Furthermore, the equity included in the “Compensation Actually Paid to CEO” column includes equity granted to our CEO which was granted in 2015, prior to the Company’s initial public offering. This difference result in a “Compensation Actually Paid” calculation that is significantly impacted by changes in stock price and may be higher or lower than the corresponding Summary Compensation Table calculation. The following table sets forth such compensation information for our named executive officers calculated in accordance with SEC regulations, for fiscal years 2024, 2023, 2022, 2021 and 2020.

  57. Methodology and Pay Ratio

    | | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3) | Value of Initial Fixed US$100 Investment Based On: | | Net Income (Loss) ($) | Global Revenue ($)(5) | | Year | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2024 | 20,836,439 | 14,972,388 | 7,938,281 | 6,673,955 | 111 | 118 | (644,786,000) | 3,810,241,000 | | 2023 | 18,925,730 | 11,431,433 | 7,108,129 | 6,652,989 | 109 | 119 | (881,708,000) | 2,458,779,000 | | 2022 | 18,047,667 | 11,216,389 | 6,355,270 | 3,367,166 | 133 | 114 | (2,003,815,000) | 1,415,921,000 | | 2021 | 16,748,546 | 22,876,853 | 5,143,513 | 5,761,306 | 163 | 126 | (1,457,816,000) | 1,176,283,000 | | 2020 | 14,409,330 | 40,749,054 | 5,178,425 | 15,276,116 | 156 | 126 | (1,624,974,000) | 308,874,000 |

  58. Methodology and Pay Ratio

    (1) The dollar amounts reported are the amounts of total compensation reported for our Chief Executive Officer, John V. Oyler, in the Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021 and 2020. John V. Oyler served as Chief Executive Officer for each of the years presented. (2) The dollar amounts reported represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules. The dollar amounts do not only reflect the actual amounts of compensation paid to our Chief Executive Officer or other named executive officers during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. (3) For 2024, reflects compensation information for our named executive officers, other than our Chief Executive Officer, as described in the Compensation Discussion and Analysis portion of this proxy statement. For 2023, reflects compensation information for Xiaobin Wu, Julia Wang, Lai Wang and Chan Lee. For 2022, reflects compensation information for Xiaobin Wu, Julia Wang, Lai Wang, and Jane Huang. For 2021, reflects compensation information for Xiaobin Wu, Lai Wang, Julia Wang, Jane Huang and Howard Liang. For 2020, reflects compensation information for Xiaobin Wu, Jane Huang and Howard Liang. (4) Reflects cumulative total shareholder return of the Nasdaq Biotechnology Index, as of December 31, 2024, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The Nasdaq Biotechnology Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. (5) The Company has identified Global Revenue as the company-selected financial measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link “Compensation Actually Paid” to the executive officers in 2024 to the Company’s performance. To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:

  59. Methodology and Pay Ratio

    | | 2024($) | 2023($) | 2022($) | 2021($) | 2020($) | | Summary Compensation Table Values | 20,836,439 | 18,925,730 | 18,047,667 | 16,748,546 | 14,409,330 | | Adjustments | | | | | | | Deduction for grant date fair value amounts reported under “Share Awards” column in the Summary Compensation Table | (11,999,768) | (5,499,851) | (3,999,886) | (3,749,738) | — | | Deduction for grant date fair value amounts reported under “Option Awards” column in the Summary Compensation Table | (5,999,924) | (10,999,987) | (11,999,969) | (11,249,988) | (12,999,981) | | Year-over-Year change in the fair value of the Share Awards and Option Awards | 12,135,641 | 9,005,541 | 9,168,577 | 21,128,033 | 39,339,705 | | As of year-end for share awards granted during the year | 13,937,478 | 4,934,109 | 5,650,918 | 3,047,963 | — | | Year-over-year increase (decrease) of unvested share awards granted in prior years | (2,741,728) | (3,016,530) | (5,169,361) | (6,167,656) | (437,376) | | Increase (decrease) from prior fiscal year-end for share awards that vested during the year | 2,571,754 | 1,757,090 | 2,790,149 | 8,513,109 | 4,262,798 | | Decrease in fair value of share awards forfeited during the year | — | — | — | — | — | | As of year-end for option awards granted during the year | 7,170,732 | 8,881,173 | 19,018,564 | 8,085,256 | 21,214,314 | | Year-over-year increase (decrease) of unvested option awards granted in prior years | (9,374,770) | (15,862,437) | (22,568,170) | (22,321,474) | (18,976,117) | | Increase (decrease) from prior fiscal year-end for option awards that vested during the year | 572,175 | 12,312,136 | 9,446,478 | 29,970,835 | 33,276,085 | | Decrease in fair value of option awards forfeited during the year | — | — | — | — | — | | “Compensation Actually Paid” as defined by SEC rules | 14,972,388 | 11,431,433 | 11,216,389 | 22,876,853 | 40,749,054 |

  60. Methodology and Pay Ratio

    To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year as reported in the Summary Compensation Table:

  61. Methodology and Pay Ratio

    | | 2024($) | 2023($) | 2022($) | 2021($) | 2020($) | | Average Summary Compensation Table Values | 7,938,281 | 7,108,129 | 6,355,270 | 5,143,513 | 5,178,425 | | Adjustments | | | | | | | Deduction for average grant date fair value of amounts reported to Non-CEO NEOs under “Share Awards” column in the Summary Compensation Table | (3,879,868) | (1,961,799) | (1,530,694) | (1,301,952) | (1,066,581) | | Deduction for average grant date fair value of amounts reported to Non-CEO NEOs under “Option Awards” column in the Summary Compensation Table | (1,939,970) | (3,923,789) | (3,878,829) | (2,962,605) | (3,199,969) | | Year-over-Year change in the average fair value of the Share Awards and Option Awards | 4,555,512 | 5,430,448 | 2,421,419 | 4,882,350 | 14,364,241 | | As of year-end for share awards granted during the year | 3,631,546 | 1,759,998 | 2,027,077 | 773,830 | 1,579,969 | | Year-over-year increase (decrease) of unvested share awards granted in prior years | (629,516) | (1,396,018) | (3,171,371) | (1,711,290) | 1,084,830 | | Increase (decrease) from prior fiscal year-end for share awards that vested during the year | 1,219,522 | 2,656,725 | 1,518,326 | 3,166,184 | 1,653,429 | | Decrease in fair value of share awards forfeited during the year | (1,039,985) | — | (307,302) | (369,601) | — | | As of year-end for option awards granted during the year | 1,849,707 | 3,167,990 | 5,943,252 | 2,052,737 | 5,221,946 | | Year-over-year increase (decrease) of unvested option awards granted in prior years | (2,366,351) | (3,948,214) | (4,561,808) | (4,842,349) | (2,274,007) | | Increase (decrease) from prior fiscal year-end for option awards that vested during the year | 2,551,974 | 3,189,968 | 1,981,811 | 7,018,416 | 7,098,075 | | Decrease in fair value of option awards forfeited during the year | (661,385) | — | (1,008,565) | (1,205,576) | — | | Average “Compensation Actually Paid” as defined by SEC rules | 6,673,955 | 6,652,989 | 3,367,166 | 5,761,306 | 15,276,116 |

  62. Methodology and Pay Ratio

    Equity Valuations: Stock option grant date fair values are calculated based on the binomial/lattice method option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.

  63. Director Compensation

    Director Compensation The Board of Directors has adopted an independent director compensation policy that is part of a total compensation package that is designed to enable us to attract and retain, on a long-term basis, high caliber independent directors. Under our Independent Director Compensation Policy, all independent directors, as defined under Nasdaq listing rules, are paid cash compensation as set forth below, consisting of an annual cash retainer of and additional fees for service as a member or chair of each committee of the Board of Directors on which they serve, in each case, as noted below, each of which are paid quarterly. There have been no changes for the cash retainers and additional fees since March 19, 2024.

  64. Director Compensation

    | | Annual Retainer (US$) | | Board of Directors: | | | All independent directors | 65,000 | | Audit Committee: | | | Chair (inclusive of fee as a committee member) | 35,000 | | Non-Chair members | 17,500 | | Compensation Committee: | | | Chair (inclusive of fee as a committee member) | 30,000 | | Non-Chair members | 15,000 | | Nominating and Corporate Governance Committee: | | | Chair (inclusive of fee as a committee member) | 20,000 | | Non-Chair members | 10,000 | | Commercial and Medical Affairs Advisory Committee: | | | Chair (inclusive of fee as a committee member) | 20,000 | | Non-Chair members | 10,000 | | Scientific Advisory Committee: | | | Chair (inclusive of fee as a committee member) | 20,000 | | Non-Chair members | 10,000 |

  65. Director Compensation

    Under the Independent Director Compensation Policy, each independent director, as defined under Nasdaq listing rules, is granted equity awards valued at US$400,000 in connection with their initial election or appointment to the Board of Directors, pro-rated for the portion of the year served leading up to the first anniversary of the last annual meeting of shareholders, and annual equity awards valued at US$400,000 on the date of each annual meeting of shareholders. Each of the awards will consist of 50% share options and 50% RSUs. The equity awards will vest in full on the earlier of the first anniversary of date of grant or the date of the next annual general meeting, and in full upon death, disability or the occurrence of specified events in connection with a change of control of the Company. Subject to specific terms and conditions designed for compliance with applicable tax and other regulations, directors generally may elect to defer settlement of their RSUs until six months following the date that the director ceases to serve as a director. The options have an exercise price equal to the greater of (i) the fair market value of the Company’s ordinary shares on the date of grant and (ii) the average fair market value of the Company’s ordinary shares over the five trading days immediately preceding the date of grant, in each case as determined in reference to the closing price of the Company’s ADSs on the Nasdaq. The equity awards are granted under the 2016 Plan and form of award agreement thereunder. In addition, under the terms of the 2016 Plan, the value of all equity awards and other cash compensation paid to each independent director for their service as an independent director may not exceed US$1,000,000 in any calendar year (except in a director’s first year of service). We also reimburse all reasonable out-of-pocket expenses incurred by independent directors in attending board and committee meetings. The Compensation Committee has adopted share ownership guidelines applicable to our non-employee directors, the terms of which are described above under “Share Ownership Guidelines.” Director Compensation — 2024 The following table sets forth a summary of the compensation we paid to our directors during 2024. Mr. Oyler, our Co-Founder, Chairman and Chief Executive Officer, receives no compensation for his service as a director and, consequently, his compensation is not included in this table but is presented above in “Summary Compensation Table.” Dr. Xiaodong Wang, our Co-Founder and Chair of our Scientific Advisory Board, also receives no compensation for his service as a director but receives compensation as a consultant, which is reflected in the table below. Dr. Wang’s consulting services include leading the Scientific Advisory Board and providing short- and long-term strategic advice to our Company in his areas of expertise, participating in our leadership team meetings from time to time, and interacting with our key stakeholders on behalf of the Company. Through these and other contributions, Dr. Wang has helped us make significant progress on our research, development and business goals. For example, during 2024, Dr. Wang: ● Provided strategic advice to our CEO, President and COO and Global Head of R&D as well as other members of our senior management team in the significant expansion of our global operations, R&D pipeline and commercial portfolio; ● Provided strategic consultation on key regulatory filings; ● Attended meetings of our research team and provided strategic direction on critical projects that help advance our discovery efforts and new product pipeline; ● Provided strategic direction to assist in the continued development of our commercial-stage manufacturing and clinical R&D campus in Hopewell, New Jersey; and ● Assisted in the identification and progression of several business development opportunities and engaged in several investor meetings, serving as the Company’s key spokesperson on research and product pipeline. We believe that Dr. Wang’s international stature in the scientific and biotechnology communities provides us with significant intangible benefits and access to key stakeholders in our industry. His scientific expertise and knowledge of oncology research and development are highly valuable to our Company, and his compensation is set to be in line with his major contributions to our Company that go far beyond his responsibilities and time commitment as a non-employee director.

  66. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash (US$) | Stock Awards (US$)(2) | Option Awards (US$)(2) | All Other Compensation (US$) | Total (US$) | | Dr. Margaret Dugan | 115,000 | 199,901 | 199,995 | | 514,896 | | Shalini Sharp | 21,522 | 140,768 | 140,779 | | 303,069 | | Olivier Brandicourt | 85,371 | 199,901 | 358,857 | | 644,129 | | Donald W. Glazer (deceased in October 2024) | 69,024 | 199,901 | 199,995 | | 468,920 | | Michael Goller | 84,750 | 199,901 | 199,995 | | 484,646 | | Anthony C. Hooper | 129,750 | 199,901 | 199,995 | | 529,646 | | Ranjeev Krishana | 90,000 | 199,901 | 199,995 | | 489,896 | | Thomas Malley(3) | 5,591 | | | 107,084(5) | 112,675 | | Dr. Alessandro Riva | 94,750 | 199,901 | 199,995 | | 494,646 | | Dr. Corsee Sanders | 102,500 | 199,901 | 199,995 | | 502,396 | | Dr. Xiaodong Wang(4) | 250,000 | | | 3,999,950 | 4,249,950 | | Qingqing Yi | 90,000 | 199,901 | 199,995 | | 489,896 |

  67. Director Compensation

    (1) The total number of ordinary shares subject to options outstanding as of December 31, 2024 for each of the independent directors was Dr. Brandicourt: 61,945, Dr. Dugan: 118,352, Mr. Glazer: 440,687, Mr. Goller: 440,687, Mr. Hooper: 180,622, Mr. Krishana: 440,687, Mr. Malley: 141,934, Dr. Riva: 118,352, Dr. Sanders: 140,751, Ms. Sharp: 17,238, and Mr. Yi: 440,687. As of December 31, 2024, the number of ordinary shares subject to outstanding RSUs for each of the independent directors, except Ms. Sharp and Messrs. Glazer and Hooper, was 16,341. The number of ordinary shares subject to outstanding RSUs for Ms. Sharp was 8,151 and for each of Messrs. Glazer and Hooper was 29,263. (2) Amounts represent the aggregate grant date fair value, including any incremental fair value, of options and RSUs granted to our directors in 2024 computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements and discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. (3) Mr. Malley resigned from the Board on January 23, 2024 and entered into a consultancy agreement through June 30, 2024. (4) Dr. Wang did not receive any compensation as a director. The compensation received by Dr. Wang as a consultant during 2024 consisted of (i)US$100,000 in consulting fees, (ii) US$150,000 as a performance-based cash bonus for 2024 paid in 2025, (iii) US$3,999,950 equity grant consisting of an option to purchase 410,657 ordinary shares with a grant date fair value of US$2,666,642, and (iv) an award of RSUs for 108,992 ordinary shares with a grant date fair value of US$1,333,308. As of December 31, 2024, the total number of ordinary shares subject to options held by Dr. Wang was 9,035,722 and subject to unvested RSUs held by Dr. Wang was 225,173 shares. See “Certain Relationships and Related-Party Transactions” for additional information. (5) Amount reflects accounting expense accrued as a result of approximately four months of continued option vesting, during which time Mr. Malley served as a consultant for the Company.