百济神州美股招股说明书(2025-03-10版)

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETINGOF BEIGENE, LTD.PROSPECTUS FOR ORDINARY SHARESCONTINUATION TO SWITZERLAND BeiGene, Ltd. (the “Company” or “we”) is an exempted company incorporated in the Cayman Islands with limited liability. We are proposing to change our jurisdiction ofincorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section206 of the Companies Act (as amended) of the Cayman Islands (the“Cayman Companies Act”) and Article161 of the Swiss Federal Code on Private International Law (the “Continuation”). The Continuation will be effective upon the Company’sregistration with the Commercial Register of the Canton of Basel-Stadt, Switzerland. Thereafter, the continued Company will be subject to Swiss law, the Proposed Swiss Articles (asdefined herein) and the organizational regulations (analogous to bylaws under Delaware law). We will be deregistered in the Cayman Islands as of the date shown on the certificate ofde-registration issued by the Cayman Islands Registrar of Companies. The de-registration in the Cayman Islands and the Continuation under Swiss law will occur on the same date. Ourboard of directors (the “Board of Directors”) has unanimously approved our Continuation, believes it to be in the best interests of our shareholders and unanimously recommendsapproval of our Continuation to our shareholders. In this proxy statement/prospectus we sometimes refer to the Company as “BeiGene (Cayman)” prior to the Continuation and as“BeiGene (Switzerland)” after the Continuation. Unless the context requires otherwise, references to “BeiGene,” the “Company,” “we,” “us,” and “our” in this proxy statement/prospectus refer to BeiGene (Cayman) prior to the Continuation and BeiGene (Switzerland) after the Continuation, and its subsidiaries, on a consolidated basis. Upon completion of theContinuation, in accordance with the Proposed Swiss Articles, the Company’s English name will be changed to “BeOne Medicines Ltd.”(the “Name Change”). The Continuation will change the governing law that applies to our shareholders from Cayman law to Swiss law. There are material differences between Cayman law and Swisslaw. Our shareholders may have more or less rights under Swiss law depending on the specific set of circumstances. See “Proposal No. 1: Approval of the Continuation — Comparisonof Shareholder Rights” for a summary of the significant differences between Cayman law, Swiss law, and for comparative purposes, Delaware law. The Continuation will not interrupt the corporate existence or operations of the Company or the listing of our American Depositary Shares (“ADSs”) on the Nasdaq GlobalSelect Market (“Nasdaq”), each representing 13 ordinary shares of BeiGene (Cayman), each having a par value of US$0.0001 per share (the “Ordinary Shares”), our Ordinary Shareslisted on The Stock Exchange of Hong Kong Limited (the “HKEx”), and our Ordinary Shares traded in Renminbi (the “RMB Shares”) listed on the Science and Technology InnovationBoard of the Shanghai Stock Exchange (“STAR Market”). Each outstanding Ordinary Share at the time of the effectiveness of the Continuation will remain issued and outstanding as aregistered share (the “Registered Shares”) of BeiGene (Switzerland). Following the completion of our Continuation, our ADSs, each representing 13 Registered Shares, will continue tobe listed and traded on Nasdaq under the trading symbol “ONC”. Our Registered Shares will continued to be listed and traded on the HKEx under the stock code of “06160,” and theRMB Shares will be listed and traded on the STAR Market of the Shanghai Stock Exchange under the stock code of “688235.” BeiGene, Ltd. is an exempted company incorporated under the laws of the Cayman Islands, which is structured as a holding company with global operations conducted throughour subsidiaries. Our China operations are conducted by our Chinese subsidiaries owned by BeiGene (Hong Kong) Co., Limited, a wholly owned subsidiary of the Company. As aresult of our operations in China, the Chinese regulatory authorities have significant influence over our conduct of business and may influence our operations as they deem appropriateto further economic, regulatory, political and societal goals. Such influence by the Chinese regulatory authorities could result in a material change in our operations and/or the value ofour securities. Furthermore, the Chinese regulatory authorities have already issued statements and taken regulatory actions and may further promulgate relevant laws, rules and regulations toexert more oversight and control, including on those related to data security or anti-monopoly concerns that could affect the ability of companies that operate in China to accept foreigninvestments, or conduct securities offerings and other capital markets activities outside of China. Such actions could significantly limit or completely hinder our ability to offer orcontinue to offer securities to invest