DEF 14A of BeOne Medicines Ltd., Apr 28, 2026

DEF 14A of BeOne Medicines Ltd.

Filed Apr 28, 2026 · FY20250001104659-26-049655

Open on EDGAR

  1. Proposal 4. Election of Directors

    Proposal 4. Election of Directors Pursuant to Swiss law and our Articles of Association, our shareholders shall elect the members of our Board of Directors individually for a term of office extending until the completion of the next annual general meeting of shareholders. Upon the expiration of the term, each director nominated by the Board of Directors shall be eligible for re-election at the annual general meeting of shareholders. Our Articles of Association provide that the Board of Directors shall consist of not fewer than three directors. We have no provisions relating to the retirement of directors upon reaching a specified age. For so long as our ordinary shares or ADSs are listed on the HKEx and the Nasdaq Global Select Market (“Nasdaq”), respectively, our directors are required to comply with the director nomination procedures prescribed by 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. Under the Swiss Code of Best Practice for Corporate Governance, non-binding guidelines and recommendations of economiesuisse, a business organization, it is recommended that the majority of the members of the board of directors are independent members. The terms of our current directors will expire on the date of the 2026 Annual Meeting. Our current directors are Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Michael Goller, Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Mr. John V. Oyler, Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, Ms. Shalini Sharp, Dr. Xiaodong Wang and Mr. Qingqing Yi. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating Committee”), the Board of Directors nominates the following persons, to stand for election by shareholders: Dr. Felix J. Baker, Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Anthony C. Hooper, Ms. Elizabeth F. Mooney, Mr. John V. Oyler, Dr. Alessandro Riva, Dr. Charles L. Sawyers, Ms. Shalini Sharp and Dr. Xiaodong Wang. If elected, each nominee will serve as a director until the completion of the annual general meeting of shareholders in 2027, subject to his or her earlier resignation or removal. Mr. Goller, Mr. Krishana, Dr. Sanders and Mr. Yi will not stand for re-election at the Annual Meeting, and his or her respective term will expire on the date of the Annual Meeting. As a result, the size of the Board of Directors will be reduced to 10 members. We thank Mr. Goller, Mr. Krishana, Dr. Sanders and Mr. Yi for their exemplary service on our Board of Directors. We have received from each of Dr. Brandicourt, Dr. Dugan, Mr. Goller, Mr. Hooper, Ms. Mooney, Mr. Krishana, Dr. Riva, Dr. Sawyers, Dr. Sanders, Ms. Sharp and Mr. Yi a confirmation of independence pursuant to Rule 3.13 of the HK Listing Rules and consider each of them independent under Nasdaq rules and the HK Listing Rules. We consider Dr. Baker independent under Nasdaq rules. The names of and certain information about our directors are set forth below. There are no family relationships among any of our directors or executive officers. 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. Director Nominees for Election for a Term Ending at the 2027 Annual General Meeting The names of our director nominees and certain information about each as of April 20, 2026 are set forth below.

  2. Proposal 4. Election of Directors

    | Name | Position(s) | Director Since | Age | | Dr. Olivier Brandicourt | Director | 2024 | 70 | | Dr. Margaret Dugan | Director | 2022 | 69 | | Mr. Anthony C. Hooper | Director | 2020 | 71 | | Mr. John V. Oyler | Director | 2010 | 58 | | Dr. Alessandro Riva | Director | 2022 | 65 | | Ms. Shalini Sharp | Director | 2024 | 51 | | Dr. Xiaodong Wang | Director | 2016 | 63 | | Dr. Felix J. Baker | Director Nominee | — | 57 | | Ms. Elizabeth F. Mooney | Director Nominee | — | 57 | | Dr. Charles L. Sawyers | Director Nominee | — | 67 |

  3. Proposal 4. Election of Directors

    | Dr. Olivier Brandicourt | | | | Member of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 70 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. 2025 – Present: Vaxcyte, Inc. | | Former Public Company Directorships: N/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. | | | | As of April 20, 2026, Dr. Brandicourt was interested in 112,021 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. Proposal 4. Election of Directors

    | Dr. Margaret Dugan | | | | Member of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 69 Director Since: Feb. 2022 | Committees: Commercial and Medical Affairs Advisory Committee Compensation Committee (Chair) Scientific Advisory Committee | | | Experience: | | | | 2025 – Present: | Whitehawk Therapeutics, Inc. (Chief Medical Officer) | | | 2025 – Present: | Schrödinger, Inc. (Medical Consultant) | | | 2023 – Present: | Dracen Pharmaceuticals (Medical Consultant) | | | 2023 – 2025: | Schrödinger, Inc. (Chief Medical Officer) | | | 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. As of April 20, 2026, Dr. Dugan was interested in 198,042 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  5. Proposal 4. Election of Directors

    | Anthony C. Hooper | | | | Member of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 71 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) | | | Prior: | Amgen Inc. (Executive Vice President, Global Commercial Operations) 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 April 20, 2026, Mr. Hooper was interested in 268,112 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  6. Proposal 4. Election of Directors

    | John V. Oyler | | | | Chairman of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 58 Director Since: Oct. 2010 | Committees: N/A | | | Experience: | | | | 2010 – Present: | BeOne Medicines 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, qualify him to serve as a member of the Board of Directors. | | | | As of April 20, 2026, Mr. Oyler was interested in 70,195,616 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  7. Proposal 4. Election of Directors

    | Dr. Alessandro Riva | | | | Member of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 65 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: 2021 – Present: Century Therapeutics, Inc. 2022 – Present: Transgene SA (Chair) 2025 – Present: Bicycle Therapeutics plc | | 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. | | | | As of April 20, 2026, Dr. Riva was interested in 198,042 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  8. Proposal 4. Election of Directors

    | Shalini Sharp | | | | Member of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 51 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. | | 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 April 20, 2026, Ms. Sharp was interested in 59,142 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  9. Proposal 4. Election of Directors

    | Dr. Xiaodong Wang | | | | Co-Founder, Chairman of the Scientific Advisory Board and Member of the Board of Directors, BeOne Medicines Ltd. | | | | Age: 63 Director Since: Feb. 2016 | Committees: Scientific Advisory Committee (Co-Chair) | | | Experience: | | | | 2020 – Present: | Tsinghua University (Chair Professor) | | | 2013 – Present: | Chinese Academy of Sciences (Foreign Associate) | | | 2010 – Present: | BeOne Medicines Ltd. (Co-Founder) | | | 2004 – Present: | National Academy of Science, USA (Member) | | | 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. | | 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 April 20, 2026, Dr. Wang was interested in 15,525,079 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  10. Proposal 4. Election of Directors

    | Dr. Felix J. Baker | | | | Director Nominee | | | | Age: 57 | Expected Committee Membership(s): N/A | | | Experience: | | | | 2000 – Present: | Baker Bros. Advisors LP (Managing Member and Co-Founder) | | | Other Public Company Directorships: 2015 – Present: Kodiak Sciences Inc. 2015 – Present: Kiniksa Pharmaceuticals International, plc 2024 – Present: Kymera Therapeutics, Inc. 2024 – Present: Bicycle Therapeutics plc | | Former Public Company Directorships: Seagen, Inc. IGM Biosciences, Inc. | | Qualifications: Dr. Baker received a B.S. and a Ph.D. in Immunology from Stanford University in 1991 and 1998, respectively. We believe Dr. Baker’s extensive experience in the biotechnology industry and experience working with and serving on the board of directors of numerous biotechnology and pharmaceutical companies qualify him to serve on the Board of Directors. As of April 20, 2026, Dr. Baker was interested in 115,918,313 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  11. Proposal 4. Election of Directors

    | Elizabeth F. Mooney | | | | Director Nominee | | | | Age: 57 | Expected Committee Membership(s): Audit Committee Compensation Committee | | | Experience: | | | | 2004 – 2024: | Capital Group Companies (Partner, Capital Strategy Research) | | | Prior: | RCM Capital Management, LLC, now VOYA Financial, Inc. (Equity Analyst and Portfolio Manager) Deloitte Touche Tohmatsu Limited (Senior Auditor) | | | Other Public Company Directorships: N/A | | Former Public Company Directorships: N/A | | Qualifications: Ms. Mooney received a B.A. degree in Economics from The University of Michigan in 1991 and an M.S. in Accountancy from DePaul University in 1993. We believe Ms. Mooney’s extensive experience in finance and knowledge of board governance qualifies her to serve on the Board of Directors. As of April 20, 2026, Ms. Mooney was not interested in any ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  12. Proposal 4. Election of Directors

    | Dr. Charles L. Sawyers | | | | Director Nominee | | | | Age: 67 | Expected Committee Membership(s): Nominating and Corporate Governance Committee Scientific Advisory Committee | | | Experience: | | | | 2008 – Present: | Howard Hughes Medical Institute (Investigator) | | | 2008 – Present: | Weill Cornell Graduate School of Medical Sciences (Professor of Medicine) | | | 2006 – Present: | Memorial Sloan Kettering Cancer Center (Chair of the Human Oncology and Pathogenesis Program) | | | Prior: | University of California, Los Angeles (Associate Chief, Division of Hematology-Oncology) | | | Other Public Company Directorships: N/A | | Former Public Company Directorships: Novartis AG | | Qualifications: Dr. Sawyers received a B.A. degree in History from Princeton University in 1981 and an M.D. from Johns Hopkins University School of Medicine in 1985. Dr. Sawyers has been a member of our Scientific Advisory Board. We believe Dr. Sawyers is qualified to serve on our Board of Directors as he is a highly accomplished expert and leader in cancer research and possesses a deep understanding of both the benefits and accessibility of medicines for patients. As of April 20, 2026, Dr. Sawyers was interested in 25,302 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | | |

  13. Proposal 4. Election of Directors

    Nomination Policy and Procedure for 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 applicable Nasdaq rules and/or Rule 3.13 of the HK Listing Rules shall be satisfied. For additional consideration about our director nomination procedures and considerations, please see “Director Nominations” below. The Nominating Committee is of the view that the re-election of Dr. Olivier Brandicourt as an independent non-executive director will enrich the Company’s knowledge and experience in the healthcare sector and global operations. The Nominating Committee is of the view that the re-election of Dr. Margaret Dugan as an independent non-executive director will enrich the Company’s knowledge and expertise in scientific and clinical development. 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 Dr. Alessandro Riva as an independent non-executive director will enrich the Company’s knowledge and experience in 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. The Nominating Committee is of the view that the election of Dr. Felix J. Baker as a non-executive director who meets independence requirements under Nasdaq rules will enrich the Company’s knowledge and experience in the life sciences industry. The Nominating Committee is of the view that the election of Ms. Elizabeth F. Mooney as an independent non-executive director will enrich the Company’s knowledge of financial and corporate governance matters. The Nominating Committee is of the view that the election of Dr. Charles L. Sawyers as an independent non-executive director will enrich the Company’s knowledge and experience in the healthcare sector. In view of the above, in April 2026, the Nominating Committee recommended to the Board of Directors that Dr. Felix J. Baker be nominated as a non-executive director who meets independence requirements under Nasdaq rules, and Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Anthony Hooper, Ms. Elizabeth F. Mooney, Dr. Alessandro Riva, Dr. Charles L. Sawyers and Ms. Shalini Sharp be nominated as independent non-executive directors for 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, except Dr. Baker. The Board of Directors also considers that each of Dr. Brandicourt, Dr. Dugan, Mr. Hooper, Ms. Mooney, Dr. Riva, Dr. Sawyers and Ms. Sharp meet the independence standards set out in applicable Nasdaq rules and guidelines set out in Rule 3.13 of the HK Listing Rules, and is independent in accordance with the terms of such rules and guidelines. The Board of Directors considers that Dr. Baker meets the independence standards set out in applicable Nasdaq rules and is independent in accordance with the terms of such rules.

  14. Proposal 4. Election of Directors

    | 2026 Director Nominees |

  15. Proposal 4. Election of Directors

    | | | | | 10 | 8 | 3 | | Directors | Independent Directors | Female Directors |

  16. Proposal 4. Election of Directors

    | | | | 6 | 5 | | Hold Advanced Degrees in a Science Field | Standing Committees |

  17. 2025 Performance Highlights

    | Deliver Financial Performance | | ● Revenue: Achieved the upper range of 2025 revenue guidance of $5.3B, representing year-over-year growth of 40%. ● Profitability: Achieved GAAP profitability in the first quarter of 2025; generated $447M in GAAP income from operations and $1.1B in non-GAAP adjusted income from operations in 2025. For an explanation of our use of non-GAAP financial measures and a reconciliation of 2025 non-GAAP financial measures to the most comparable GAAP measures, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. ● Margin & Cash: Gross margin in the mid-to-high 80% range; cash flow remains positive with balance sheet strengthened to >$4B cash. ● Total Shareholder Return: Delivered Total Shareholder Return of 17.6% for the five-year period ended on December 31, 2025, which is at the 28th percentile of our current peer group companies. Since IPO, BeOne has delivered Total Shareholder Return of 864% which is at the 98th percentile of our current peer group companies. |

  18. Compensation Highlights

    Compensation Highlights ● Our annual bonus program resulted in Company performance of 148%, reflecting strong 2025 performance and exceeding objectives. Our accomplishments are further described in the 2025 Non-Equity Incentive Program section of this Proxy Statement. ● For our June 2025 equity grants, the equity mix for our named executive officers (the “NEOs”) who participate in the performance-based RSU (“PSU”) plan continues to be 50% PSUs, 25% options and 25% RSUs. 5 CDK4i: Cyclin-dependent kinase 4 Inhibitor 6 HER2: Human Epidermal Growth Factor Receptor 2 7 B7-H4 ADC: B7-H4-targeting Antibody Drug Conjugate 8 PRMT5i: Protein Arginine Methyltransferase 5 Inhibitor 9 IRAK4 CDAC: Interleukin-1 Receptor-Associated Kinase 4 Chimeric Degradation Activation Compound 10 GPC3-41BB: Glypican-3 and 41BB Bispecific Antibody

  19. 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 |

  20. 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 No liberal share recycling |

  21. Non-Binding, Advisory Vote on Executive Compensation

    Compensation Consultant The Compensation Committee retained Pay Governance 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. Pay Governance also consulted with the Compensation Committee about non-employee director compensation. During 2025, 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 Pay Governance, and the work performed during 2025 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:

  22. 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 global scope and complexity Listed in major U.S. exchanges with proper executive compensation disclosure in proxy statements | Comparable in terms of R&D/commercialization Market capitalization between 0.25x and 4x of BeOne’s size Revenue is a secondary consideration because it can lag development |

  23. Non-Binding, Advisory Vote on Executive Compensation

    Based on these general criteria, our peer group for considering 2025 compensation decisions, referred to as our 2025 peer group, as approved by the Compensation Committee, comprised of the following 13 companies:

  24. Non-Binding, Advisory Vote on Executive Compensation

    At the time the peer group was selected, BeOne’s market capitalization approximated 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 2025 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers during 2025. Notwithstanding the similarities of the 2025 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 2025, 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 2026, the Compensation Committee, with the advice of our compensation consultant, examined our 2025 peer group considering our continued growth throughout 2025, 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 2026. Two peer companies, Jazz Pharmaceuticals and Sarepta Therapeutics, Inc., have been removed from our peer group. As a result, we have added one new company, Amgen, as approved by the Compensation Committee. Our 2026 peer group is comprised of 12 companies. At the time the 2026 peer group was selected, BeOne’s size was positioned near the median in terms of both market capitalization and estimated 2025 revenue. Our 2026 peer group is shown below:

  25. 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

  26. 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, Chief Financial Officer, President and Chief Operating Officer, and President, Global Head of Research and Development, 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 Chief Financial Officer, President and Chief Operating Officer, President, Global Head of Research and Development, and Senior Vice President, General Counsel and Corporate Secretary, and a recommendation for their merit-based increase in base salary. Any merit-based increase in base salary for our Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer, and President, Global Head of Research and Development 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 2025, 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 2025 peer group. With respect to Mr. Oyler, our Chief Executive Officer, his annual base salary was increased from US$1,100,000 (the 25th percentile of our 2024 peer group determined at the end of 2023) to US$1,133,000 (the 25th percentile of our 2025 peer group determined at the end of 2024). After the increases (shown in the table below), the base salaries of our named executive officers were all at or below the 25th percentile of 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 serving at the time the decisions were made in February 2025; dollar amounts reflect full-year salaries without prorations, if executives only served a portion of the year:

  27. 2025 Annual Non-Equity Incentive Program

    2025 Annual Non-Equity Incentive Program In January 2025, the Compensation Committee approved our annual cash incentive program for 2025. Our bonus plan was based on pre-established, quantifiable objectives. For 2025, each of our named executive officers’ cash incentive award was based 75% on Company goals and 25% on individual performance. The Company’s 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 2025 annual cash incentive program to adjust downward any cash incentive award as it deemed appropriate. In making its determination regarding awards under the 2025 annual cash incentive program, the Compensation Committee considered our success against our 2025 company target and stretch goals in funding the corporate portion. The 2025 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:

  28. 2025 Annual Non-Equity Incentive Program

    2025 Annual Non-Equity Incentive Program

  29. 2025 Annual Non-Equity Incentive Program

    | 2025 Corporate Goals | 2025 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2025 (as a % of target) | | Deliver Financial Performance | | 40% | 60.0% | 60.0% (150%) | | | ● Revenue: Achieved the upper range of 2025 revenue guidance of $5.3B, representing year-over-year growth of 40%. ● Profitability: Achieved GAAP profitability in the first quarter of 2025; generated $447M in GAAP income from operations and $1.1B in non-GAAP adjusted income from operations in 2025. For an explanation of our use of non-GAAP financial measures and a reconciliation of 2025 non-GAAP financial measures to the most comparable GAAP measures, refer to “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. ● Margin & Cash: Gross margin in the mid-to-high 80% range; cash flow remains positive with balance sheet strengthened to >$4B cash. | | | |

  30. 2025 Annual Non-Equity Incentive Program

    | 2025 Corporate Goals | 2025 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2025 (as a % of target) | | Achieve Commercial Milestones | | 20% | 30.0% | 28.0% (140%) | | | ● BRUKINSA: Emerged as the global revenue leader in the BTKi class, maintaining U.S. new patient share lead across BTKi class. ● TEVIMBRA: Continued global launches of TEVMBRA in support of building solid tumor commercial infrastructure. | | | | | Strengthen Franchise and Scientific Leadership | | 30% | 45.0% | 45.0% (150%) | | | ● Hematology Leadership: Advanced core hematology portfolio with sonrotoclax and BTK CDAC; both progressing through global Phase 3 programs. Filed for RR MCL in the U.S. and RR MCL and RR CLL in China. Also initiated BTK CDAC Phase 3 head-to-head trial versus pirtobrutinib in R/R CLL/SLL. ● Solid Tumor Pipeline: Progressed CDK4i to Phase 3 First-Line Hormone-Positive, HER2-Negative Metastatic Breast Cancer (to initiate 1H’26). Multiple proof-of-concept achievements (B7-H4 ADC, PRMT5i, IRAK4 CDAC, GPC3-41BB); solid tumor and immunology programs expanding. ● Business Development: Royalty Pharma acquired BeOne’s up to 7% royalty interest in Amgen’s Imdelltra (ex-China) for up to $950 million. | | | | | Continue to Drive Oncology Leadership | | 6% | 9% | 9.0% (150%) | | | ● Patent Milestone: Announced USPTO Final Written Decision invalidating all claims of Pharmacyclics US-803 patent; fully resolved the U.S. BRUKINSA patent infringement lawsuit with no damages. ● Redomiciliation: Redomiciled to Switzerland from Cayman Islands to support global reach and scale. ● Global Rebrand: To BeOne Medicines, strengthening corporate identity as a multinational oncology innovator with global reach. | | | |

  31. 2025 Annual Non-Equity Incentive Program

    | 2025 Corporate Goals | 2025 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2025 (as a % of target) | | | ● External Leadership: Elevated corporate profile through partnerships and strategic corporate narratives, including a successful investor R&D Day in June 2025. ● Enterprise Resiliency: Reinforced risk management framework and business continuity to support sustained growth. | | | | | Drive Entrepreneurial Culture | | 4% | 6% | 6.0% (150%) | | | ● Digital: Enhanced digital and data infrastructure to support decision-making and innovation. ● Employee Engagement: Achieved strong employee engagement; the Company is in the top tier of most industries for employee satisfaction, productivity, performance and consistent execution against operating models and compliance targets. | | | | | TOTAL | | 100% | 150% | 148% |

  32. 2025 Annual Non-Equity Incentive Program

    The Compensation Committee determined actual achievement against the pre-defined company goals for 2025. Specifically, during 2025, we made significant progress on our business goals, including the events which are summarized above under “2025 Performance Highlights.” Based on our overall performance during 2025, the Compensation Committee determined that our corporate performance should be scored at 148% of target based on our Company’s extraordinary performance during the year. In determining each named executive officer’s 2025 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 148% of target. The Compensation Committee determined that for individual performance, Dr. Wang and Mr. Lee each achieved 148% of target. These individual performance achievements of 148% align with the Company’s overall performance of 148%. The table below shows the target award under our 2025 incentive program as a percentage of each NEO’s annual base salary in 2025, the target cash award opportunity in dollars for 2025 and the actual cash bonus payments made to our NEOs for 2025 performance, which were paid in March 2026, as well as the actual overall bonus payment as a percentage of the target award opportunity.

  33. 2025 Annual Non-Equity Incentive Program

    | Name | 2025 Target Award (% of Base Salary) | 2025 Target Award Opportunity (US$) | 2025 Actual Bonus Payment (US$) | 2025 Actual Bonus Payment (% of Target Award Opportunity) | | John V. Oyler(1) | 100% | 1,133,000 | 1,676,840 | 148% | | Aaron Rosenberg(2) | 60% | 396,000 | 586,080 | 148% | | Dr. Xiaobin Wu | 75% | 646,809(3) | 957,277(3) | 148% | | Dr. Lai Wang | 60% | 395,695(3) | 585,629(3) | 148% | | Chan Lee(4) | 60% | 392,400 | 580,752 | 148% |

  34. 2025 Annual Non-Equity Incentive Program

    (1) For the 2026 performance year (bonus payments to be made in 2027), Mr. Oyler’s incentive target has been increased to 110% to align with the 25th percentile of our peer group. (2) For the 2026 performance year (bonus payments to be made in 2027), Mr. Rosenberg’s incentive target has been increased to 70% to align with the 50th percentile of our peer group. (3) Bonus payment was calculated using 2025 RMB salary which was translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00 = US$0.1390 in 2025. (4) For the 2026 performance year (bonus payments to be made in 2027), Mr. Lee’s incentive target has been increased to 70% to align with the 25th percentile of our peer group.

  35. 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. The annual equity mix for NEOs is 50% PSUs, 25% options and 25% RSUs and the Compensation Committee believes this equity mix aligns 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. 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, Chief Financial Officer, President and Chief Operating Officer, and President, Global Head of Research and Development, 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. PSUs are also a part of the equity mix for named executive officers and all senior vice presidents. The PSU program introduced in 2024 is a three-year performance-based program. Total revenue is the performance metric of the PSU and will be calculated on a constant-currency basis. Total revenue targets for all three years of the performance period are established at the outset of the three-year performance period. The outcome of the PSU program is an average of the total revenue targets (in constant currency) for all three years on the performance period. The PSUs will not vest until after the end of the three-year performance period, as soon as the US GAAP number for total revenue is finalized, which is typically at the end of February following the end of the performance period. The first 2024 PSU performance period was from January 1, 2024, to December 31, 2026. We are compliant with SEC guidance permitting the omission of competitive sensitive forward-looking targets where disclosure would cause competitive harm to us since it contains confidential financial information. Forward-looking targets reflect management’s internal growth expectations, which may serve as a roadmap for our competitors in our highly competitive industry. Our internal revenue growth expectations factor in multiple considerations, including but not limited to, geographic expansion assumptions, our product pipeline timing, M&A discussions, large scale customer and supplier negotiations, and strategic partnership negotiations. Counterparties could use disclosed targets to extract concessions if they believe management is incented to achieve specific revenue thresholds within the defined performance periods. This would create a shift in focus to short-term revenue milestones versus the long-term value creation we are intending to achieve with the PSU program. However, we can confirm 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. Results are communicated after the results are known and approved by our auditor and certified by our Compensation Committee. For the 2024 PSU grant that covers the performance period from January 1, 2024 to December 31, 2026, the results are noted below: ● For the first year of performance (2024) of the three-year performance period, the PSU earnout was 123%, based on total revenue results of $3,802,000,000 for 2024 in constant currency relative to the revenue target for 2024 of $3,635,000,000. ● For the second year of performance (2025) of the three-year performance period, the PSU earnout was 200%, based on total revenue results of $5,303,000,000 for 2025 in constant currency relative to the revenue target for 2025 of $4,210,000,000. For the 2025 PSU grant that covers the performance period from January 1, 2025 to December 31, 2027, the results are noted below: ● For the first year of performance (2025) of the three-year performance period, the PSU earnout was 95.6%, based on total revenue results of $5,303,000,000 for 2025 in constant currency relative to the revenue target of $5,350,000,000 for 2025. Earned PSUs will vest after the end of the three-year performance period, as soon as the US GAAP total revenue number is finalized, which is typically at the end of February following the end of the performance period.

  36. Equity Awards

    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. Further, no shares, options, or other equity-based compensation granted to members of the Board of Directors, or the Executive Management Team were pledged or used as collateral in 2025. The Company does not permit pledging of compensation-related equity instruments unless it has been approved by the Insider Trading Compliance Officer or the Audit Committee. In addition, our amended equity plan eliminates liberal share recycling, meaning shares withheld for taxes or tendered for exercise prices, will not return to the share reserve, which already aligns with our current and historical practice. In connection with the annual review of each executive officer’s performance, in June 2025, 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 2025 to our named executive officers serving at that time are set forth in the table below:

  37. 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 | 348,374 | 3,749,967 | 20.26 | 555,178 | 11,249,615 | 14,999,582 | | Aaron Rosenberg | 119,873 | 1,290,337 | 20.26 | 191,035 | 3,870,957 | 5,161,294 | | Dr. Xiaobin Wu | 232,245 | 2,499,932 | 20.26 | 370,123 | 7,499,831 | 9,999,762 | | Dr. Lai Wang | 162,565 | 1,749,882 | 20.26 | 686,972 | 15,249,603 | 16,999,486 | | Chan Lee | 88,244 | 949,876 | 20.26 | 140,634 | 2,849,678 | 3,799,554 |

  38. Equity Awards

    The standard mix for our 2025 annual NEO equity awards was 50% PSUs, 25% options and 25% RSUs, and the 2025 annual awards to our named executive officers were granted using this mix. In December 2025, Dr. Lai Wang was appointed to serve as President, Global Head of Research and Development of the Company, effective January 1, 2026. In this role, Dr. Wang will oversee the research and development functions as well as other functions, including business development and alliance management. In recognition of Dr. Wang’s promotion, the Company granted him a one-time equity incentive award of $10,000,000 in the form of RSUs, which will vest in four equal annual installments, subject to accelerated vesting upon certain specified termination events pursuant to the terms of his employment agreement. The one-time promotion award for Dr. Wang was granted on December 31, 2025 in recognition of Dr. Wang’s critical role in advancing the Company’s pipeline, driving long-term value creation, and ensuring continued scientific leadership. The equity awards granted to our named executive officers during 2025, 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 2025 Grants of Plan-Based Awards table below.

  39. 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 PRC, including some of our NEOs, 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 NEOs, 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$23,500 in 2025), 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 2025, 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 NEOs, 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 NEOs, 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 NEOs, 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 NEOs 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 NEOs may be entitled to certain termination 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 termination 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, while ensuring compliance with applicable Swiss law rules and regulations. We prefer to have certainty regarding the potential termination amounts payable to the NEOs, rather than negotiating termination amounts at the time that an NEOs employment terminates. 2026 Compensation Actions

  40. Base Salary

    Base Salary In February 2026, the Compensation Committee and/or the Board of Directors approved merit increases in base salary for five (Mr. Oyler, Mr. Rosenberg, Dr. Wu, Dr. Wang and Mr. Lee) of our NEOs serving at that time effective as of March 1, 2026, based upon the Company’s and individual’s performance in 2025 and, in comparison to the base salary of similar executive officers in our 2026 peer group. Dr. Lai Wang received his salary increase on January 1, 2026, concurrent with his promotion to President, Global Head of Research and Development where his expanded scope also includes business development and alliance management under his purview. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our NEOs receiving an increase, with 2026 base salaries now at or below the 25th percentile of our current peer group for each of our NEOs, to align with our compensation philosophy.

  41. 2026 Bonus Target Increases

    2026 Bonus Target Increases For the 2026 bonus year (payouts in 2027), we have made the following bonus target changes: ● John V. Oyler was increased from 100% to 110% bonus target to align with the 25th percentile. ● Aaron Rosenberg was increased from 60% to 70% bonus target to align with the 50th percentile. ● Chan Lee was increased from 60% to 70% bonus target to align with the 25th percentile.

  42. 2026 Bonus Plan Design

    2026 Bonus Plan Design For the 2026 performance year, we will be adjusting the bonus to 100% weight on the CPF for the NEOs to align with our historical practice. Beginning with the 2026 performance year (March 2027 bonus payouts), the Compensation Committee approved a modification to the annual incentive plan design applicable to the company’s NEOs. Under this updated structure, annual incentive payouts for NEOs will be weighted 100% on the achievement of Company performance objectives (which are financial and strategic measures), with a maximum payout of 200%. This change aligns with our historical practice of awarding the NEOs annual incentive payouts based on the corporate performance factor (“CPF”) which reinforces a shared accountability model across the executive leadership team. As senior executives with enterprise-wide responsibilities, NEOs have the greatest ability to influence the Company’s consolidated financial and strategic results. In addition, this change simplifies the annual incentive framework and aligns with shareholder interests. Please note that company performance above 150% can only be considered if all four goals that make up the 100% target baseline are achieved at or above target performance. If any of the four goals is below 100% target, the maximum CPF is capped at 150%. This structure will ensure that exceptional payouts (150%-200%) reflect balanced, enterprise-wide overperformance. The Compensation Committee retains the discretion to exceed 150% if there is significant performance in other goals but cannot exceed the maximum achievement of 200% per goal, and in the aggregate.

  43. 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 NEOs, are eligible to participate in 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 1/13 of 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, Mr. John V. Oyler or Mr. 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.

  44. 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, 2025. 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, 2025, 2024 and 2023, to each of our named executive officers. Please note that in 2025, the total compensation of the Company’s President, Global Head of Research and Development exceeded that of the Chief Executive Officer primarily due to a one-time promotional equity award with a grant date fair value of $10.0 million, granted on December 31, 2025, to recognize his expanded scope of responsibilities. This outcome does not represent a change in the Company’s overall executive compensation structure of pay hierarchy. On a go-forward basis, the Chief Executive Officer remains the highest paid executive in terms of target compensation.

  45. 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 Comp.(13) (US$) | Total | | John V. Oyler, Co-Founder, Chairman and Chief Executive Officer | | | | | | | | | | 2025 | 1,133,000 | 11,249,615 | 3,749,967 | 1,676,840(2) | 133,829(10) | 17,943,521 | | | 2024 | 1,100,000 | 11,999,768 | 5,999,924 | 1,540,000(6) | 196,747 | 20,836,439 | | | 2023 | 871,000 | 5,499,851 | 10,999,987 | 1,132,300(7) | 403,692 | 18,906,830 | | Aaron Rosenberg, Chief Financial Officer | | | | | | | | | | 2025 | 660,000 | 3,870,957 | 1,290,337 | 586,080(2) | 21,000(9) | 6,428,374 | | | 2024 | 620,000(13) | 3,333,177 | 1,666,662 | 520,800(6) | 9,539 | 6,150,178 | | Dr. Xiaobin Wu, President and Chief Operating Officer | | | | | | | | | | 2025 | 862,412(3) | 7,499,831 | 2,499,932 | 957,277(2)(3) | 209,999(3)(11) | 12,029,451 | | | 2024 | 790,978(4) | 6,199,944 | 3,099,954 | 830,527(4)(6) | 216,690(4) | 11,138,093 | | | 2023 | 756,345(5) | 3,099,836 | 6,199,947 | 737,437(5) (7) | 206,604(5) | 11,000,169 | | Dr. Lai Wang, President, Global Head of Research and Development | | | | | | | | | | 2025 | 659,492(3) | 15,249,603 | 1,749,882 | 585,629(2)(3) | 74,704(3)(12) | 18,319,310 | | | 2024 | 611,031(4) | 4,133,190 | 2,066,608 | 513,266(4)(6) | 78,356(4) | 7,402,451 | | | 2023 | 585,558(5) | 2,066,490 | 4,133,298 | 456,735(5)(7) | 74,485(5) | 7,316,566 | | Chan Lee, Senior Vice President, General Counsel and Corporate Secretary | | | | | | | | | | 2025 | 654,000 | 2,849,678 | 949,876 | 580,752(2) | 21,000(8) | 5,055,306 | | | 2024 | 621,000 | 2,399,763 | 1,199,985 | 434,700(6) | 20,700 | 4,676,148 | | | 2023 | 600,000 | 1,014,247 | 2,028,619 | 390,000(7) | 16,500 | 4,049,366 |

  46. John V. Oyler

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Change in Control (US$)(14) | 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 | 1,133,000(1) | 1,133,000(1) | 1,133,000(1) | — | | Target cash incentive bonus | 1,676,840(2) | 1,676,840(2) | 1,676,840(2) | — | | Prorated cash incentive bonus | 1,676,840(3) | 1,676,840(3) | 1,676,840(3) | 1,676,840(3) | | Benefits | 35,116(4) | 35,116(4) | 35,116(4) | 0 | | Share options unvested and accelerated | 11,963,460(5) | 13,647,191(8) | 13,647,191(8) | 13,647,191(11) | | RSU awards unvested and accelerated | 13,971,444(6) | 18,989,376(9) | 18,989,376(9) | 18,989,376(12) | | PSU awards unvested and accelerated | 12,315,172(7) | 20,947,009(10) | 20,947,009(10) | 20,947,009(13) | | Total | 42,771,872 | 58,105,372 | 58,105,372 | 55,260,416 |

  47. 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 | 660,000(1) | 660,000(1) | | | Target cash incentive bonus | 396,000(2) | 396,000(2) | | | Prorated cash incentive bonus | 396,000(3) | 396,000(3) | 396,000(3) | | Benefits | 45,859(4) | 45,859(4) | |

  48. 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$) | | Share options unvested and accelerated | 950,570(5) | 1,688,839(8) | 1,688,839(11) | | RSU awards unvested and accelerated | 1,433,132(6) | 3,558,727(9) | 3,558,727(12) | | PSU awards unvested and accelerated | 2,976,318(7) | 5,946,573(10) | 5,946,573(13) | | Total | 6,857,879 | 12,691,998 | 11,590,139 |

  49. 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 | 862,412(1) | 862,412(1) | | | Target cash incentive bonus | 646,809(2) | 646,809(2) | | | Prorated cash incentive bonus | 646,809(3) | 646,809(3) | 646,809(3) | | Benefits | 12,409(4) | 12,409(4) | | | Share options unvested and accelerated | 5,821,566(5) | 7,500,407(8) | 7,500,407(11) | | RSU awards unvested and accelerated | 7,826,289(6) | 10,742,880(9) | 10,742,880(12) | | PSU awards unvested and accelerated | 6,362,839(7) | 12,117,498(10) | 12,117,498(13) | | Total(14) | 22,179,133 | 32,529,224 | 31,007,594 |

  50. Dr. Lai Wang

    | 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 | 659,492(1) | 659,492(1) | | | Target cash incentive bonus | 395,695(2) | 395,695(2) | | | Prorated cash incentive bonus | 395,695(3) | 395,695(3) | 395,695(3) | | Benefits | 23,588(4) | 23,588(4) | | | Share options unvested and accelerated | 3,893,710(5) | 5,024,910(8) | 5,024,910(11) | | RSU awards unvested and accelerated | 7,760,195(6) | 17,237,905(9) | 17,237,905(12) | | PSU awards unvested and accelerated | 4,241,791(7) | 8,269,841(10) | 8,269,841(13) | | Total(14) | 17,370,166 | 32,007,126 | 30,928,351 |

  51. 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 | 654,000(1) | 654,000(1) | | | Target cash incentive bonus | 392,000(2) | 392,000(2) | | | Prorated cash incentive bonus | 392,000(3) | 392,000(3) | 392,000(3) | | Benefits | 46,905(4) | 46,905(4) | | | Share options unvested and accelerated | 735,051(5) | 2,430,567(8) | 2,430,567(11) | | RSU awards unvested and accelerated | 3,131,243(6) | 4,250,280(9) | 4,250,280(12) | | PSU awards unvested and accelerated | 2,462,731(7) | 4,649,265(10) | 4,649,265(13) | | Total | 7,813,930 | 12,815,017 | 11,722,112 |

  52. 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 2025 as calculated using Summary Compensation Table requirements was US$82,226. Our Chief Executive Officer’s compensation in 2025 as reported in the Summary Compensation Table was US$17,943,521. Therefore, our CEO Pay Ratio for 2025 is approximately 218:1. 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 BeOne’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. 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 2025, 2024, 2023, 2022, and 2021.

  53. Methodology and Pay Ratio

    | Year | 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 ($)(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2025 | 17,943,251 | 60,667,441 | 10,458,110 | 23,534,664 | 118 | 125 | 286,933,000 | 5,343,033,000 | | 2024 | 20,836,439 | 14,972,388 | 7,938,281 | 6,673,955 | 71 | 93 | (644,786,000) | 3,810,241,000 | | 2023 | 18,925,730 | 11,431,433 | 7,108,129 | 6,652,989 | 70 | 94 | (881,708,000) | 2,458,779,000 | | 2022 | 18,047,667 | 11,216,389 | 6,355,270 | 3,367,166 | 85 | 90 | (2,003,815,000) | 1,415,921,000 | | 2021 | 16,748,546 | 22,876,853 | 5,143,513 | 5,761,306 | 105 | 100 | (1,457,816,000) | 1,176,283,000 |

  54. 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 2025, 2024, 2023, 2022, and 2021. 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 2025, 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 2024, reflects compensation information for Xiaobin Wu, Julia Wang, Lai Wang, Aaron Rosenberg and Chan Lee. For 2023, reflects data for Xiaobin Wu, Lai Wang, Julia 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. (4) Reflects cumulative total shareholder return of the Nasdaq Biotechnology Index, as of December 31, 2025, 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, 2025. (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 2025 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:

  55. Methodology and Pay Ratio

    | | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | | Summary Compensation Table Values | 17,943,251 | 20,836,439 | 18,925,730 | 18,047,667 | 16,748,546 | | Adjustments | | | | | | | Deduction for grant date fair value amounts reported under “Share Awards” column in the Summary Compensation Table | (11,249,615) | (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 | (3,749,967) | (5,999,924) | (10,999,987) | (11,999,969) | (11,249,988) | | Year-over-Year change in the fair value of the Share Awards and Option Awards | 57,723,772 | 12,135,641 | 9,005,541 | 9,168,577 | 21,128,033 | | As of year-end for share awards granted during the year | 12,974,510 | 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 | 10,602,161 | (2,741,728) | (3,016,530) | (5,169,361) | (6,167,656) | | Increase (decrease) from prior fiscal year-end for share awards that vested during the year | 6,599,096 | 2,571,754 | 1,757,090 | 2,790,149 | 8,513,109 | | Decrease in fair value of share awards forfeited during the year | — | — | — | — | — | | As of year-end for option awards granted during the year | 4,312,399 | 7,170,732 | 8,881,173 | 19,018,564 | 8,085,256 | | Year-over-year increase (decrease) of unvested option awards granted in prior years | 8,741,796 | (9,374,770) | (15,862,437) | (22,568,170) | (22,321,474) | | Increase (decrease) from prior fiscal year-end for option awards that vested during the year | 14,493,808 | 572,175 | 12,312,136 | 9,446,478 | 29,970,835 | | Decrease in fair value of option awards forfeited during the year | — | — | — | — | — | | “Compensation Actually Paid” as defined by SEC rules | 60,667,441 | 14,972,388 | 11,431,433 | 11,216,389 | 22,876,853 |

  56. 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:

  57. Methodology and Pay Ratio

    | | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | | Average Summary Compensation Table Values | 10,458,110 | 7,938,281 | 7,108,129 | 6,355,270 | 5,143,513 | | Adjustments | | | | | | | Deduction for average grant date fair value of amounts reported to Non-CEO NEOs under “Share Awards” column in the Summary Compensation Table | (7,367,517) | (3,879,868) | (1,961,799) | (1,530,694) | (1,301,952) | | Deduction for average grant date fair value of amounts reported to Non-CEO NEOs under “Option Awards” column in the Summary Compensation Table | (1,622,507) | (1,939,970) | (3,923,789) | (3,878,829) | (2,962,605) | | Year-over-Year change in the average fair value of the Share Awards and Option Awards | 22,066,578 | 4,555,512 | 5,430,448 | 2,421,419 | 4,882,350 | | As of year-end for share awards granted during the year | 8,113,854 | 3,631,546 | 1,759,998 | 2,027,077 | 773,830 | | Year-over-year increase (decrease) of unvested share awards granted in prior years | 3,376,902 | (629,516) | (1,396,018) | (3,171,371) | (1,711,290) | | Increase (decrease) from prior fiscal year-end for share awards that vested during the year | 2,042,299 | 1,219,522 | 2,656,725 | 1,518,326 | 3,166,184 | | 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 | 1,865,855 | 1,849,707 | 3,167,990 | 5,943,252 | 2,052,737 | | Year-over-year increase (decrease) of unvested option awards granted in prior years | 2,588,111 | (2,366,351) | (3,948,214) | (4,561,808) | (4,842,349) | | Increase (decrease) from prior fiscal year-end for option awards that vested during the year | 4,079,557 | 2,551,974 | 3,189,968 | 1,981,811 | 7,018,416 | | 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 | 23,534,664 | 6,673,955 | 6,652,989 | 3,367,166 | 5,761,306 |

  58. 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.

  59. 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.

  60. 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 |

  61. Director Compensation

    In 2025, under the Independent Director Compensation Policy, each independent director, as defined under Nasdaq listing rules, was granted equity awards valued in 2025 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 consisted of 50% Options and 50% RSUs. Effective June 1, 2026, the new equity values under the Independent Director Compensation policy, each independent director, as defined under Nasdaq listing rules, will be granted equity awards valued at US$380,000 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$380,000 on the date of each annual meeting of shareholders. The equity value for Directors will be reduced to $380,000 in 2026 as part of our equity re-design efforts. Equity awards issued in 2026 will vest in full on 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 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 related to their board and committee services, including director education and training programs. The Compensation Committee has adopted a stock ownership policy applicable to our non-employee directors, the terms of which are described above under “Stock Ownership Policy.” Director Compensation — 2025 The following table sets forth a summary of the compensation we paid to our directors during 2025. Mr. John V. 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 2025, Dr. Wang: ● Provided strategic advice to our CEO, President and COO and President, Global Head of Research and Development 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. Mr. Michael Goller, Mr. Ranjeev Krishana, Dr. Corazon (Corsee) D. Sanders and Mr. Qingqing Yi will not stand for re-election at the Annual Meeting, and his or her respective term will expire on the date of the Annual Meeting.

  62. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash (US$) | Stock Awards (US$)(1) | Option Awards (US$)(2) | All Other Compensation (US$) | Total (US$) | | Dr. Olivier Brandicourt | 92,500 | 199,834 | 199,954 | — | 492,288 | | Dr. Margaret Dugan | 115,000 | 199,834 | 199,954 | — | 514,788 | | Michael Goller* | 85,000 | 199,834 | 199,954 | — | 484,788 | | Anthony C. Hooper(3) | 128,341 | 199,834 | 199,954 | — | 528,129 | | Ranjeev Krishana* | 90,000 | 199,834 | 199,954 | — | 489,788 | | Dr. Alessandro Riva | 95,000 | 199,834 | 199,954 | — | 494,788 | | Dr. Corazon (Corsee) D. Sanders* | 102,500 | 199,834 | 199,954 | — | 502,288 | | Shalini Sharp(4) | 125,377 | 199,834 | 199,954 | — | 525,165 | | Dr. Xiaodong Wang(5) | — | — | — | 4,249,830 | 4,249,830 | | Qingqing Yi | 90,000 | 199,834 | 199,954 | — | 489,788 |

  63. Director Compensation

    * Indicates a director who is not standing for re-election at the Annual Meeting. (1) The total number of ordinary shares subject to options outstanding as of December 31, 2025, for each of the independent directors was: Dr. Brandicourt: 84,695, Dr. Dugan: 141,102, Mr. Goller: 463,437, Mr. Hooper: 203,372, Mr. Krishana: 463,437, Dr. Riva: 141,102, Dr. Sanders: 94,705, Ms. Sharp: 39,988 and Mr. Yi: 463,437. As of December 31, 2025, the number of ordinary shares subject to outstanding RSUs for each of the independent directors, except Ms. Sharp and Mr. Hooper, was 10,985. The number of ordinary shares subject to outstanding RSUs for Ms. Sharp was 19,136 and for Mr. Hooper was 27,326. (2) Amounts represent the aggregate grant date fair value, including any incremental fair value, of options and RSUs granted to our directors in 2025 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, 2025. 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. Hooper served as Chair of the Audit Committee through February 2025 and served as a member of the Audit Committee thereafter. Mr. Hooper also served as a member of the Nominating and Corporate Governance Committee and was appointed Chair of the Nominating and Corporate Governance Committee effective January 2025. The amounts reported reflect compensation earned for service in such roles during the applicable partial periods, and fees were prorated accordingly. (4) Ms. Sharp served as a member of the Audit Committee and was appointed Chair of the Audit Committee effective March 2025. Ms. Sharp also was appointed a member of the Nominating and Corporate Governance Committee effective January 2025. The amounts reported reflect compensation earned for service in such roles during the applicable partial periods, and fees were prorated accordingly. (5) Dr. Wang did not receive any compensation as a director. The compensation received by Dr. Wang as a consultant during 2025 consisted of (i) US $100,000 in consulting fees, (ii) US $150,000 as a performance-based cash bonus for 2025 paid in 2026, (iii) an option to purchase 185,796 ordinary shares with a grant date fair value of US$1,999,945, and (iv) an award of RSUs for 98,696 ordinary shares with a grant date fair value of US$1,999,581. As of December 31, 2025, the total number of ordinary shares subject to options held by Dr. Wang was 5,964,231, and subject to unvested RSUs held by Dr. Wang was 244,452 shares. See “Certain Relationships and Related-Party Transactions” for additional information.