BeOne Medicines Ltd. (stock short name: BEONE MEDICINES; formerly BeiGene Ltd., HKEX: 06160) published its latest Company Information Sheet dated 11 June 2026, outlining key regulatory developments following its redomicile from the Cayman Islands to Switzerland on 27 May 2025 and summarising multiple exemptions from HKEX Listing Rules.
Key disclosures are as follows:
1. Redomicile & New Articles • The company completed its continuation to Switzerland on 27 May 2025, adopting new Swiss‐law articles of association. • Super-majority requirements of two-thirds of votes (and par value) now govern class-rights variations, constitutional amendments and voluntary winding-up, aligning with HKEX core shareholder-protection standards.
2. Extensive HKEX Waivers (16 granted) • Exemptions cover US GAAP financial reporting, connected-person placings, unrestricted exercise prices for share options, long-term Collaboration Agreement with Amgen (no fixed term or monetary caps) and operational matters such as corporate communications and share transfer certification. • Two specific connected-person placing mandates allow Baker Bros., Hillhouse affiliates and Amgen to maintain pro-rata holdings during equity offerings, each subject to five-year rolling shareholder approvals and cash-only subscriptions. • A direct purchase option permits Amgen to top up its stake to roughly 20.6% to offset option dilution, subject to annual independent shareholder approval and capped at 75 million additional ordinary shares.
3. Accounting Standards & Financial Reporting • BeOne Medicines will continue to prepare consolidated financial statements under US GAAP. • Annual and interim reports will include audited or reviewed reconciliations to IFRS; full IFRS or HKFRS adoption will occur if U.S. reporting obligations cease.
4. Equity & Capital Markets Structure • ADS programme on Nasdaq governed by an amended and restated deposit agreement with Citibank, N.A. (effective 27 May 2025). • Exercise prices for options may reference prevailing Nasdaq ADS prices, reflecting trading liquidity — a waiver from HKEX Rule 17.03E. • RMB Shares listed on Shanghai’s STAR Market in December 2021 are exempted from dual listing on HKEX; related waivers cover communications, transfer certification and registration services.
5. Governance & Director Transactions • HKEX waivers permit directors to adopt Rule 10b5-1 trading plans. Current plans allow for potential sales of up to 978,386 ADSs by John Oyler and 131,370 ADSs by Dr Xiaodong Wang through September 2027. • Swiss law requires all director appointments to be made by shareholders, with directors serving until the next AGM and eligible for re-election.
6. Taxation Highlights • Swiss withholding tax on dividends is 35%, with exemptions for distributions from qualifying capital contribution reserves (currently about US$13.8 billion). • U.S. holders may credit Swiss withholding tax against U.S. liabilities and benefit from reduced rates under the U.S.–Switzerland treaty. • Mainland Chinese holders remain subject to EIT/IIT on dividends; treaty relief and foreign-tax credits may apply. • Hong Kong profits tax is generally not imposed on capital gains or dividends for investors not carrying on business in Hong Kong.
7. Timetable for Shareholder Communications • General meeting notices now require at least 21 calendar days. • The Hong Kong branch register remains open to shareholder inspection, subject to a fee and Swiss statutory constraints.
The board collectively accepts responsibility for the accuracy of the information and undertakes to update the sheet upon material changes.
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