BeOne Medicines Ltd. American Reports Material Event

BeOne Medicines Ltd. furnished an 8-K to note that its STAR Interim Report for the six months ended June 30, 2025 was prepared under PRC GAAP (China Accounting Standards) as required by PRC Securities Laws.

Accepted by SEC EDGAR 08/29/2025 - 06:52 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BeOne Medicines Ltd. furnished an 8-K to note that its STAR Interim Report for the six months ended June 30, 2025 was prepared under PRC GAAP (China Accounting Standards) as required by PRC Securities Laws. The filing states a supplemental exhibit (Exhibit 99.1) provides the company’s research and development expenses allocated by key products and other R&D projects prepared in accordance with U.S. GAAP, plus a summary of material differences between PRC GAAP and U.S. GAAP. The STAR Interim Report is available publicly in Chinese on the Shanghai Stock Exchange website, but that report and the SSE website content are explicitly not being filed with or incorporated into the company’s U.S. SEC filings. Information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, and therefore is not subject to Section 18 liabilities.

Insights

Financial Reporting Analyst

TL;DR The filing discloses PRC-prepared interim financials with a U.S. GAAP reconciliation for R&D details; materials are furnished, not filed.

The company clarifies that its STAR Interim Report follows PRC GAAP and that investors can reference Exhibit 99.1 for U.S. GAAP-formatted details on research and development allocations and a summary of accounting differences. From a reporting perspective, furnishing rather than filing the STAR report limits legal exposure under U.S. securities laws and signals the company is providing supplemental transparency for cross-border accounting comparability. The availability of a U.S. GAAP-formatted R&D breakdown is useful for analysts comparing expense recognition and product-level investment, but the primary report remains in Chinese and on the Shanghai Stock Exchange.

Corporate Governance Specialist

TL;DR The disclosure meets PRC requirements and explicitly separates local filings from U.S. SEC filing obligations.

By stating the STAR Interim Report and SSE website content are not incorporated into U.S. filings, the company delineates regulatory boundaries between PRC and U.S. regimes. Furnishing Exhibit 99.1 that includes U.S. GAAP information for R&D shows attention to investor comparability without extending U.S. filing liabilities. This is a procedural but material governance disclosure for cross-listed entities, ensuring investors understand which documents are subject to U.S. filing rules.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Form 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 29, 2025

BEONE MEDICINES LTD.

(Exact Name of Registrant as Specified in Charter)

Switzerland

001-37686

98-1209416

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

c/o BeOne Medicines I GmbH
94 Aeschengraben 27

Basel 4051
Switzerland

(Address of Principal Executive Offices) (Zip Code)

+41 61 685 19 00

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share

ONC

The NASDAQ Global Select Market

Ordinary Shares, par value $0.0001 per share*

06160

The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 29, 2025, BeiGene, Ltd. (the “Company”) filed its 2025 Interim Report for the six months ended June 30, 2025 (the “STAR Interim Report”) with the Science and Technology Innovation Board (the “STAR Market”) of the Shanghai Stock Exchange, which was prepared in accordance with the listing rules of the STAR Market and the applicable securities laws and regulations of the Peoples’ Republic of China (the “PRC” and the “PRC Securities Laws”).

As required by the PRC Securities Laws, the STAR Interim Report contains additional financial information of the Company for the six months ended June 30, 2025 (the “Reporting Period”), prepared in accordance with the China Accounting Standards for Business Enterprises – Basic Standard (“CAS”) and other applicable PRC accounting rules, guidance and interpretations (together with CAS, “PRC GAAP”). As required by the PRC Securities Laws, the STAR Interim Report also contains financial information of the Company for the Reporting Period prepared in accordance with PRC GAAP. PRC GAAP are different from accounting principles generally accepted in the United States (“U.S. GAAP”). The financial information regarding the Company’s research and development expenses allocated by key products and other research and development projects for the Reporting Period prepared in accordance with U.S. GAAP as well as a summary of the material differences between PRC GAAP and U.S. GAAP are attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The STAR Interim Report is available to the public in Chinese language only on the website maintained by the Shanghai Stock Exchange at www.sse.com.cn. The STAR Interim Report and the information contained on the Shanghai Stock Exchange’s website are not part of this Current Report on Form 8-K and shall not be deemed filed or furnished by the Company with the U.S. Securities and Exchange Commission, nor shall they be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The information in Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Financial Information, furnished herewith
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Exhibit Index

Exhibit No.						Description
99.1						Financial Information, furnished herewith
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEONE MEDICINES LTD.

Date: August 29, 2025

By:

/s/ Chan Lee

Name:

Chan Lee

Title:

Senior Vice President, General Counsel