BeOne Medicines Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statements

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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BEIGENE, LTD.​

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(Name of Registrant as Specified In Its Charter)

N/A

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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More than 1.5 million patients have already been treated with our medicines — a milestone that fuels our passion to do even more. With a team of more than 11,000 dedicated colleagues across six continents, we are united by a single purpose: to bring hope to those facing cancer. As we continue to push the boundaries of science, we are committed to making innovative, life-changing therapies more affordable, more accessible, and more impactful — for every patient, everywhere.

We recently celebrated an outstanding 2024 that marked new highs, and our 2025 looks even brighter. In the first half of this year, we expect to change our name to BeOne Medicines Ltd. and to redomicile to Switzerland, two decisions that reflect our growing global footprint and our differentiated mission statement.

Our brand evolution to BeOne is driven by our singular focus to eliminate cancer by partnering with the global community. Key attributes of the new logo design include:

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“Be” represents the fundamental goal of any patient with cancer — simply to be free of disease;

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“One” emphasizes our unity as a team and focus on bringing together patients, caregivers, scientists, healthcare providers, governments and industry with a shared mission to eliminate cancer together;

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The word “Onc” spelled in red within “One” illustrates our redoubled commitment to oncology; and

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The power button within the last “e” represents our always “on” approach in pursuing novel medicines that turn cancer “off” by disrupting key drivers of cancer cell growth and survival, harnessing the body’s immune system to attack tumors, and targeting specific biomarkers of cancer. The tilted angle of the button embodies our path which is not always straight-forward as we push the boundaries of science.

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The new name is part of a broader strategic growth plan dedicated to advancing oncology care locally and globally since our inception in 2010.

In 2025, we are at an inflection point.

After 15 years of relentless investment in building a modern, highly efficient biotech company from the ground up, our world-class R&D and manufacturing capabilities are delivering industry-leading speed and cost advantages, setting new benchmarks for innovation and efficiency.

This investment has propelled us to build and scale capabilities across clinical development, research, and manufacturing, setting us apart in the industry.

A global high impact clinical development engine: Our nearly 3,700-strong internal clinical development team has pioneered a “Fast to Proof-of-Concept” approach, delivering speed and cost-advantages in early-stage development. Operating across 45 countries and regions, our team has enrolled more than 24,000 patients in more than 150 trials to date, accelerating innovation on a global scale.

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An industry-leading research powerhouse: With an entrepreneurial research team of more than 1,100 colleagues, we advanced 13 new molecular entities into the clinic in 2024 — outpacing all peers, including the largest pharmaceutical companies. Our strategic focus on hematology as well as lung, breast and gastrointestinal cancers positions us to build high-value franchises in areas of significant market potential.

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An unparalleled global manufacturing network: Our manufacturing capabilities are world- class, featuring:

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A dedicated team of more than 1,500 colleagues;

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Scalable production capacity, including 74,000 liters for biologics (expandable up to 200,000 liters) and 600 million small molecule tablets (expandable to 1 billion);

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Nearly 2 million square feet of dedicated facilities across more than 90 acres; and

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An uncompromisingly high-quality standard with more than 30 inspections by regulators and zero critical observations.

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We expect our decision to invest in internal manufacturing will deliver competitive advantages, enabling us to drive down costs at scale, enhance risk management, fortify supply chain resilience, and seamlessly adapt to the technological and time demands of our pipeline.

Our class leading, best-in-class BTK inhibitor, BRUKINSA® (zanubrutinib) is now approved in more than 70 countries and regions and our anti-PD-1 antibody TEVIMBRA® (tislelizumab) is also approved in 45 markets around the globe.

BRUKINSA is the best-in-class BTK inhibitor and backbone of our franchise ambitions in chronic lymphocytic leukemia (CLL).

BRUKINSA was designed to be best-in-class due to its strong potency, high degree of selectivity and impressive pharmacokinetics which enable it to be the only treatment in its class to sustainably inhibit the BTK protein all day long. Cancer calls for an all-in approach — there’s no room for half measures. As shown in the global, head-to-head Phase 3 ALPINE study, BRUKINSA is the only BTK inhibitor to demonstrate superior progression-free survival efficacy versus ibrutinib in CLL in addition to a more favorable safety profile. These data have supported BRUKINSA’s emergence as the best-in-class BTK inhibitor, which has resulted in BRUKINSA becoming the unequivocal class leader in new patient starts in the U.S. in CLL.

In fiscal year 2024, BRUKINSA generated $2.6 billion in revenue globally, which represents an increase of 105% from the prior-year period. In 2024, BRUKINSA was approved for use for the first time in five new countries and regions and has now treated more than 180,000 patients around the world.

BRUKINSA is the backbone therapy of a once-in-a-lifetime opportunity to build an impactful franchise across all treatment lines of CLL. BRUKINSA is being combined with our potential best-in-class BCL2 inhibitor, sonrotoclax, and potential first-in-class BTK chimeric degradation activating compound, BGB-16673. We strongly believe in the potential of next-generation fixed-duration treatment regimens in frontline CLL and recently completed enrollment of our global Phase 3 CELESTIAL trial of BRUKINSA in combination with sonrotoclax in this setting. We believe this combination can overcome the shortcomings of current fixed-duration treatment regimens for CLL.

Meanwhile, BGB-16673 represents a potential novel approach to the treatment of CLL where the BTK protein is degraded as opposed to inhibited. This potential medicine is the most advanced investigational therapy of its kind in this disease. We are conducting a Phase 2 trial for BGB-16673 in relapsed/refractory (R/R) CLL and plan to initiate a head-to-head Phase 3 trial versus non-covalent BTK inhibitor pirtobrutinib in R/R CLL patients in the second half of the year.

We are advancing an industry-leading solid tumor pipeline with multiple first-in-class and best-in-class opportunities.

Complementing our established hematology leadership, we have built one of the deepest and most compelling solid tumor pipelines in the industry across various therapeutic modalities, including antibody drug conjugates (ADCs), multispecific antibodies, targeted protein degraders, biologics and small molecule inhibitors.

We unveiled the first results from our emerging breast cancer portfolio, specifically our CDK4 inhibitor (BGB-43395), at the 2024 San Antonio Breast Cancer Symposium in December 2024. We anticipate internal proof-of-concept data readouts for multiple solid tumor programs in the first half of 2025. In addition, we intend to share early data readouts for BGB-43395, our CDK2 inhibitor (BG-68501, in-licensed from Ensem Therapeutics) and our B7H4 ADC (BGB-C9074) programs.

We are a rapidly maturing global business anticipating positive GAAP operating income and cash flow generation from operations in 2025.

Our business continues to reach significant financial maturity milestones as we globally expand, driven by additional regulatory approvals and growing market access for BRUKINSA and TEVIMBRA.

In February 2025, we held our inaugural earnings conference call for analysts and investors, showcasing our strong fourth quarter and full year 2024 performance. We also provided full-year 2025 guidance underscoring our expectations for continued revenue growth that far outpaces our costs. Additionally, we anticipate delivering positive GAAP operating income and operating cash flow, marking key milestones on our path to sustainable, long-term value creation for all stakeholders.

As we transition to BeOne, we look forward to renewing our commitment to patients and bringing together all stakeholders to “be one” against cancer. Thank you for your continued support, and I look forward to seeing what we can achieve together in advancing cancer care this year.

Regards,

John V. Oyler

Co-Founder, Chairman, CEO

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Notice of 2025 Annual General Meeting of Shareholders

This Proxy Statement is being mailed to shareholders on or about April 7, 2025.

Important notice regarding the availability of proxy materials

for the shareholder meeting to be held on May 21, 2025

In connection with our 2025 Annual General Meeting of Shareholders (the “Annual Meeting”), we intend to use the Internet as the primary means of providing our proxy materials to holders of our ordinary shares, including, without limitation, our ordinary shares listed on The Stock Exchange of Hong Kong Limited and our ordinary shares traded in Renminbi listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange. We intend to mail holders of our ordinary shares a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with instructions for accessing the proxy materials on or about April 7, 2025. The Notice of Internet Availability will also provide, among other information, (i) the date, time, and location of the Annual Meeting, (ii) the matters to be acted upon at the Annual Meeting, (iii) the Board of Directors’ recommendation with regard to each matter, (iv) the website at https://ir.beigene.com/filings-financials/shareholder-meeting-materials-agm/​, on which the proxy statement, form of proxy and our annual report to shareholders for the fiscal year ended December 31, 2024 (the “Annual Report”) will be made available, and (v) a toll-free number and an e-mail address through which the holders of ordinary shares can request a paper or e-mail copy of our proxy statement, form of proxy and Annual Report if desired.

As a result, holders of the ordinary shares will not receive paper copies of our proxy materials or the Annual Report, unless delivery of paper copies of proxy materials and the Annual Report to any such holder is (i) required by local laws or applicable rules of the relevant stock exchange or (ii) timely requested by any such holder in accordance with the procedures and methods as set forth in the Notice of Internet Availability.

Holders of our American Depositary Shares listed on the Nasdaq Global Select Market will receive printed copies of the proxy materials and the Annual Report in the mail, which will be mailed on or about April 7, 2025.

The accompanying Proxy Statement and the Annual Report will also be available to the public at www.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) by the end of April 2025. 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 7, 2025

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.

BEIGENE, LTD.

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue, Camana Bay• Grand Cayman KY1-1108• Cayman Islands

Notice is hereby given that the 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) of BeiGene, Ltd. (the “Company”) will be held on May 21, 2025, 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:

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ordinary resolution: to re-elect Mr. Anthony C. Hooper to serve as a Class III director until the 2028 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. Ranjeev Krishana to serve as a Class III director until the 2028 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. Xiaodong Wang to serve as a Class III director until the 2028 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. Qingqing Yi to serve as a Class III director until the 2028 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 Ms. Shalini Sharp 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, 2025;

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ordinary resolution: to authorize the Board of Directors to fix the auditors’ compensation for the fiscal year ending December 31, 2025;

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

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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 and Class III directors nominated by the Board of Directors. Proposals 7 through 10 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

The Board of Directors has fixed 5:00 a.m. Cayman Islands Time on March 26, 2025 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 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. Michael Goller, Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, Ms. Shalini Sharp and Mr. Qingqing Yi as independent non-executive directors.