百济神州 2025年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) 98-1209416 (I.R.S. Employer Identification No.) +1 (345)949-4123(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: *Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary sharesare not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.As of May2, 2025,1,403,311,086ordinary shares, par value $0.0001 per share, were outstanding, of which 740,541,607 ordinary shares were held in the form of 56,964,739 American Depositary Shares, each representing 13 ordinary shares, and 115,055,260 were RMB shares which are ordinaryshares issued to permitted investors in China and listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange inRenminbi. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ BeiGene, Ltd.Quarterly Report on Form 10-QTABLE OF CONTENTS PARTI.FINANCIAL INFORMATION3Item 1.Financial Statements3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures about Market Risk33Item 4.Controls and Procedures34PARTII.OTHER INFORMATION35Item 1.Legal Proceedings35Item 1A.Risk Factors35Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities91Item 3.Defaults Upon Senior Securities91Item 4.Mine Safety Disclosures91Item 5.Other Information92Item 6.Exhibits92SIGNATURES94 From time to time, we may use our website, our X (formerly known as Twitter) account atx.com/BeiGeneGlobal, our LinkedInaccount at linkedin.com/company/BeiGene, our Facebook account at facebook.com/BeiGeneGlobal, and our Instagram account atinstagram.com/BeiGeneGlobal to disclose material information and to comply with our disclosure obligations under Regulation FD.Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available atwww.beigene.com. Investors are encouraged to review the Investors section of our website because we may post material informationon that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our X(formerly known as Twitter) posts, our LinkedIn posts and our Instagram posts are not incorporated into, and does not form a part of,this Quarterly Report. PART I.FINANCIAL INFORMATION BEIGENE,LTD.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)(Unaudited) BEIGENE,LTD.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands of U.S. Dollars (“$”))(Unaudited) BEIGENE,LTD. (Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”), except for number of shares and per share data) (Unaudited) 1.Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies Description of business BeiGene, Ltd. (the “Company”, “BeiGene”, “it”, “its”) is a leading global oncology company discovering and developinginnovative treatments that are more accessible and affordable to cancer patients worldwide. Since its inception in 2010, the Company has become a fully integrated global organization with more than11,