BEIGENE (06160) Updates Company Information Sheet: Swiss Redomicile Completed, New Deposit Agreement Signed and 16 Waivers Approved

BEIGENE Ltd. (06160) has released an updated Company Information Sheet, detailing major structural and regulatory changes following its redomicile to Switzerland on 27 May 2025.

The company—now incorporated under Swiss law as BeOne Medicines Ltd.—highlighted that its Articles of Association have been replaced by Swiss “New Articles”, triggering revisions to voting thresholds, class-rights protections and winding-up procedures. All matters requiring super-majority approval must now secure at least two-thirds of the votes and par value present.

Sixteen waivers from strict HKEX Listing Rule compliance remain in force. Key items include the continued use of US GAAP for financial reporting, exemptions on connected-person placings, flexible option pricing for ADS grants, and the absence of annual monetary caps or fixed tenure in the strategic oncology collaboration with Amgen.

A fully amended and restated Deposit Agreement with Citibank, N.A. took effect on 27 May 2025. The agreement governs ADS issuance, voting, fee schedules and withdrawal mechanics, and confirms Citibank’s Hong Kong branch as custodian. Standard ADS charges remain capped at up to US$5.00 per 100 ADSs for issuance, cancellation or corporate-action processing.

Tax disclosures note that dividends sourced from qualifying paid-in capital will be exempt from Switzerland’s 35% withholding tax, while holders resident in treaty jurisdictions—such as the United States—may reclaim excess tax. Swiss tax law now governs shareholder-rights enforcement, whereas Swiss and Hong Kong shareholders retain inspection rights over the local branch register.

The sheet also confirms: • Completion of the company’s relocation from the Cayman Islands to Switzerland on 27 May 2025. • Successful HKEX approval of a Rule 10b5-1 trading-plan waiver covering up to 978,386 ADSs for director John Oyler through 10 July 2027. • Continuation of a five-year connected-person placing authorisation for Baker Bros. Advisors and Hillhouse Capital, with a parallel authorisation for Amgen. • Availability of HKEX-approved RMB shares listed on Shanghai’s STAR Market since December 2021, supported by one-off waivers for cross-border transfer, corporate communications and share-certification logistics.

BEIGENE’s directors collectively accept full responsibility for the accuracy of the information sheet, dated 13 March 2026, and undertake to release further updates upon any material change.