BeiGene Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Dear Fellow Shareholders,

I am pleased to update you on BeiGene’s significant achievements in 2023 as a global, next-generation oncology innovator leading the way to develop and deliver innovative medicines to more patients around the world.

Today, BeiGene is better positioned for success than ever before. I’m amazed by what our team has accomplished and the scope of our impact on patients. Our cost-advantaged global capabilities have allowed us to generate more potential groundbreaking molecules in less time and at lower cost and to receive regulatory approvals in 70 countries for our three internally developed commercial medicines.

As we look ahead to the rest of 2024 and beyond, our team of over 1,100 entrepreneurial research scientists will drive our innovative pipeline to new heights. This next generation of impactful medicines will complement and extend our hematology leadership with BRUKINSA®, our blockbuster BTK inhibitor (BTKi), our very promising BCL2 inhibitor, sonrotoclax, and BGB-16673, a potential first-in-class BTK chimeric degradation activating compound (CDAC). We are well positioned to expand in solid tumors as TEVIMBRA®, our anti-PD-1 checkpoint inhibitor, continues to broaden its global reach with approvals in the U.S. and Europe and ongoing regulatory reviews in additional indications and countries around the world.

The successful execution of our commercial programs allows us to increase our global footprint and bring these innovative therapies to more patients around the world.

We are excelling in a challenging financial environment and are poised for sustained growth.

Our full year 2023 financial results demonstrate our global growth as well as the great science and internal capabilities that drive that growth. Our total revenue for the year was $2.5 billion, a 74% increase from 2022, driven primarily by the successful global launch of BRUKINSA, which generated $1.3 billion in revenue. We now have 17 therapies on the market, inclusive of our internally discovered and partnered medicines, and continue to demonstrate the strength of our global commercial team, which now comprises more than 3,700 colleagues.

As we evolve, our revenue streams increasingly reflect the global nature of our business. Revenue from the U.S. and Europe represented more than half of the total revenue for the year, while global approvals, launches and reimbursements for our medicines continue to diversify our product revenue mix. As other therapies in our pipeline reach market in the coming years, our product revenue mix will diversify further and add important pillars of support to our business.

Our global capabilities and differentiated mission continue to set us apart.

BeiGene was founded with a unique global vision based on the knowledge that too few patients around the world have access to innovative oncology medicines. Our belief is that if we can significantly lower the cost and time to develop a new medicine by building globally inclusive, internal clinical development and manufacturing capabilities, we can help lower barriers to access and address affordability on a global scale. Our clinical development team is now comprised of more than 3,000 colleagues around the world, and we are one of the industry’s leaders in enrolling global registrational oncology trials.

We made significant progress on that mission in 2023 expanding our footprint in key regions.

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United States: We will open our flagship Princeton West biologics manufacturing and clinical R&D center of excellence this summer. Our $800 million investment in this state-of-the-art facility diversifies our global supply chain positioned today for end-to-end biologics, small-molecule and ADC manufacturing.

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Europe: We added 215 colleagues in 2023 to support the commercialization of BRUKINSA and upcoming solid tumors launches.

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Asia: We opened regional offices in Japan and Korea with the goal to commercialize medicines there in 2024. In China, we expanded small molecule manufacturing capabilities in Suzhou and our ADC production facility in Guangzhou opened in April 2024.

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Latin America: We are working on the ground in 50+ trial centers and building lasting infrastructure for innovative care. We currently have 83 colleagues in Brazil, including 40 working on clinical trials, with plans to invest even further in the region.

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We are investing in great science and building a leading oncology pipeline.

With BRUKINSA’s approval in the U.S. for the treatment of adult patients with chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma in January 2023, we demonstrated that great science and determination can have a major impact on patients. As we showed in the Phase 3 ALPINE trial, BRUKINSA is the only BTKi on the market to demonstrate head-to-head progression-free survival (PFS) superiority versus ibrutinib, as well as favorable safety profile in relapsed or refractory (R/R) CLL, which confirms the wisdom of our bold clinical approach for this medicine. Additionally, we recently received EU and U.S. approval for BRUKINSA in combination with obinutuzumab as a treatment for R/R follicular lymphoma (FL), making it the BTKi with the broadest label in the class and the first and only BTKi approved in FL.

But our hematology leadership expands beyond BRUKINSA. In 2023, we progressed development for sonrotoclax and our BTK CDAC, initiating two registrational trials for sonrotoclax in addition to the two ongoing pivotal studies, and two expansion cohorts with registration potential for the BTK degrader. We believe sonrotoclax has the potential to be best-in-class based on encouraging efficacy data in hematology indications as well as a favorable safety profile in over 850 patients, to date. Our BTK CDAC has also shown promise with clinically meaningful efficacy data and a tolerable safety profile in heavily pretreated patients. It has the potential to become a backbone therapy for patients progressing after BTK therapy and could provide benefit in earlier lines of therapy.

We are excited by what we have accomplished in 2023 and want to thank our colleagues for their dedication to our mission and our patients, who trust us with their care, as well as our partners, whose support helps further our work.

BeiGene was founded to address a persistent problem in healthcare: the most innovative medicines are only accessible to the wealthiest one-sixth of the global population, while the rest of the world may wait years to have a chance to access newer treatments. Tackling cancer, the leading cause of death worldwide, requires persistent innovation, challenging the status quo and courage.

We are committed more than ever to continue to make an impact and look forward to continuing to drive change in 2024 and beyond.

Sincerely,

John V. Oyler

Co-Founder, Chairman and Chief Executive Officer of BeiGene

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This document shall also serve as a circular to holders of the ordinary shares of BeiGene, Ltd. for purposes of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and the rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange (“STAR Market”)

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108

Cayman Islands

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General Information

This Proxy Statement is being mailed to shareholders on or about May 1, 2024.

Notice is hereby given that the 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) of BeiGene, Ltd. (the “Company”) will be held on June 5, 2024, at 8:30 a.m. local time, at the offices of Mourant Governance Services (Cayman) Limited, at 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The purpose of the meeting is to consider and vote on the following:

ordinary resolution: to re-elect Dr. Olivier Brandicourt to serve as a Class II director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

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ordinary resolution: to re-elect Mr. Donald W. Glazer to serve as a Class II director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

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ordinary resolution: to re-elect Mr. Michael Goller to serve as a Class II director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

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ordinary resolution: to re-elect Dr. Corazon (Corsee) D. Sanders to serve as a Class II director until the 2027 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal;

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ordinary resolution: to ratify the appointment of Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024;

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ordinary resolution: to authorize the Board of Directors to fix the auditors’ compensation for the fiscal year ending December 31, 2024;

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ordinary resolution: within the parameters of the HK Listing Rules, to approve the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares (“ADSs”) (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it coming into effect on June 11, 2024) out of treasury) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement;

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ordinary resolution: within the parameters of the HK Listing Rules, to approve the granting of a share repurchase mandate to the Board of Directors to repurchase an amount of ordinary shares (excluding our ordinary shares listed on the STAR Market and traded in RMB (“RMB shares”)) and/or ADSs, not exceeding 10% of the total number of issued ordinary shares (excluding RMB shares and treasury shares) of the Company as of the date of passing of such ordinary resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement;

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ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in this Proxy Statement;

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ordinary resolution: to authorize the Company and its underwriters, in their sole discretion, to allocate to Amgen Inc. (“Amgen”) up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Amgen, subject to the conditions described in this Proxy Statement;

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ordinary resolution: to approve the grant of restricted share units (“RSUs”) with a grant date fair value of US$6,000,000 to Mr. John V. Oyler under the Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the “2016 Plan”), according to the terms and conditions described in this Proxy Statement;

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ordinary resolution: to approve the grant of performance share units (“PSUs”) with a grant date fair value of US$6,000,000 to Mr. John V. Oyler under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;

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ordinary resolution: to approve the grant of RSUs with a grant date fair value of US$1,333,333 to Dr. Xiaodong Wang under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;

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ordinary resolution: to approve the grant of RSUs with a grant date fair value of US$200,000 to each of the independent non-executive directors, Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Donald W. Glazer, Mr. Michael Goller, Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, and Mr. Qingqing Yi, under the 2016 Plan, according to the terms and conditions described in this Proxy Statement;

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ordinary resolution: non-binding, advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement;

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ordinary resolution: non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;

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(a) ordinary resolution: to approve an amendment and restatement of the Company’s 2016 Share Option and Incentive Plan;

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(b) ordinary resolution: to approve the consultant sublimit set out in the Company’s amended and restated 2016 Share Option and Incentive Plan;

ordinary resolution: to approve an amendment and restatement of the Company’s 2018 Employee Share Purchase Plan;

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ordinary resolution: to approve the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals described above; and

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to transact such other business as may properly come before the Annual Meeting.

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The proposals for the election of directors relate to the election of Class II directors nominated by the Board of Directors. Proposals 6 through 14 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules and the majority of the amendments to the Company’s 2016 Share Option and Incentive Plan and the Company’s 2018 Employee Share Purchase Plan contained in Proposals 17 and 18 are to comply with the HK Listing Rules.

The Board of Directors has fixed 5:00 a.m. Cayman Islands Time on April 19, 2024 as the record date. Holders of record of our ordinary shares as of 5:00 a.m. Cayman Islands Time on the record date are entitled to attend and vote at the Annual Meeting and any adjournment or postponement. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual Meeting. After careful consideration, the Board of Directors has approved the proposals and recommends that you vote FOR each director nominee, for 1 YEAR for Proposal 16, and FOR each other proposal described in this Proxy Statement.

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

This Proxy Statement, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the HK Listing Rules for the purpose of giving information with regard to the Company. The directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained in this Proxy Statement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Proxy Statement misleading.

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

As promptly as possible, you are urged to complete, sign, date and return the accompanying form of proxy to Mourant Governance Services (Cayman) Limited (for holders of our ordinary shares registered on our Cayman Islands register) and to Computershare Hong Kong Investor Services Limited (for holders of our ordinary shares registered on our Hong Kong register) no later than 8:30 a.m. Cayman Islands Time / 9:30 a.m. New York Time / 9:30 p.m. Hong Kong Time, on June 3, 2024 or your voting instructions to Citibank, N.A. (for holders of our ADSs) no later than 10:00 a.m. New York Time, on May 24, 2024 if you wish to exercise your voting rights. Holders of our RMB shares as of the record date who wish to exercise their voting rights can vote either through (i) the voting platform of the Shanghai Stock Exchange (“SSE”) trading system by logging into their own accounts opened with their designated brokers for trade of RMB shares during trading windows (i.e. 9:15 a.m. – 9:25 a.m., 9:30 a.m. – 11:30 a.m., and 1:00 p.m. – 3:00 p.m. Beijing Time) of the STAR Market on June 5, 2024; or (ii) the internet voting platform of the SSE (vote.sseinfo.com) from 9:15 a.m. to 3:00 p.m. Beijing Time on June 5, 2024. Holders of our RMB shares as of the record date can also attend the Annual Meeting in person to vote on the proposals. Further announcement will be made by the Company on the SSE website regarding the voting arrangements for holders of RMB shares listed on the STAR Market in accordance with the rules of the STAR Market.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 5, 2024

The accompanying Proxy Statement and annual report to shareholders for the year ended December 31, 2023 will also be available to the public atwww.beigene.com under “Investors — Nasdaq Investors — Filings & Financials — Financial Document Library”, on the U.S. Securities and Exchange Commission website (www.sec.gov), on the Hong Kong Exchanges and Clearing Limited website (www.hkexnews.hk) and on the SSE website (www.sse.com.cn). The form of proxy for use at the Annual Meeting is also enclosed. Such form of proxy is also published on the websites of the Company (www.beigene.com), the U.S. Securities and Exchange Commission (www.sec.gov), and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). A form of proxy to be used by holders of RMB shares will be published on the SSE website (www.sse.com.cn).

By Order of the Board of Directors,

Chan Lee

Senior Vice President, General Counsel

April 26, 2024

Notice to holders of the ordinary shares of BeiGene, Ltd.:

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