BeOne Medicines (ONC) insider discloses ADS sale and indirect holdings

Rhea-AI Filing Summary

BeOne Medicines insider sale and holdings summary. The reporting person, Global Head of R&D, disclosed a sale of 5,000 American Depositary Shares (ADS) executed under a Rule 10b5-1 trading plan at a weighted average price of $350.0623 per ADS. The report shows 1,023,529 ordinary shares previously reported as disposed and an indirect beneficial ownership position of 601,965 ordinary shares held through Wang Holdings LLC. The filer also disclosed a contribution of RMB10 million to an employee participation plan that purchased RMB-denominated shares in the issuer's STAR Market offering; the filer disclaims voting and dispositive power over those RMB Shares.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was preplanned and compliant with a recognized insider trading defense
• Clear disclosure of indirect ownership structure through Wang Holdings LLC and description of the RMB Shares Employee Participation Plan

Negative

• Disposition of 5,000 ADS reduces the reporting person’s direct ADS stake as shown in the report
• Reporting person disclaims voting and dispositive power over RMB Shares held by the employee participation plan, limiting clarity on actual economic exposure

Insights

Securities Analyst

TL;DR: Insider executed a planned sale of 5,000 ADS at a high price; meaningful indirect holdings remain through affiliated entities.

The transaction was effected pursuant to a pre-existing Rule 10b5-1 plan, indicating the sale was preplanned and not an ad hoc disposition. The weighted average sale price of $350.0623 per ADS and the sale quantity (5,000 ADS) are explicitly reported. Post-transaction disclosures show significant indirect exposure through Wang Holdings LLC (601,965 ordinary shares beneficially owned indirectly). The filing also documents a RMB-denominated employee participation arrangement and a RMB10 million contribution by the reporting person, with the filer disclaiming voting/dispositive power over those RMB Shares.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 10b5-1 and Section 16 reporting; indirect ownership and disclaimers are clearly stated.

The report transparently identifies the reporting person’s roles and the structure of indirect ownership via an LLC and an employee participation plan. The filing explicitly disclaims beneficial ownership for RMB Shares held by the employee participation vehicle, while documenting the filer’s RMB10 million contribution. Use of a documented 10b5-1 plan for the ADS sale supports compliance with insider trading defenses and provides clarity on the nature of the transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wang Lai

(Last) (First) (Middle)

C/O BEONE MEDICINES I GMBH

AESCHENGRABEN 27, 21ST FLOOR

(Street)

BASEL V8 4051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BeOne Medicines Ltd. [ ONC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Global Head of R&D

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								1,023,529	D
Ordinary Shares								601,965	I	See Footnote(1)
RMB Shares(2)								0(3)(4)	I	See Footnote(4)
American Depositary Shares(5)	09/09/2025		S(6)		5,000	D	$350.0623(7)	0	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities are held by Wang Holdings LLC, the limited liability company interests of which are owned by the Reporting Person, his spouse and a trust created by the Reporting Person for the benefit of his spouse and children, for which the Reporting Person disclaims beneficial ownership.

2. The term "RMB Shares" is used herein to represent the ordinary shares, par value $0.0001 per share, of the Issuer, issued directly by the Issuer in the Issuer's initial public offering on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "STAR Offering"), to permitted investors in Renminbi ("RMB") within the People's Republic of China ("PRC") in accordance with the rules of the STAR Market.

3. The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers and qualified employees of the Issuer's subsidiaries in the PRC to indirectly participate in the STAR Offering and purchase certain RMB Shares from the Issuer through an asset management plan administrated by China International Capital Corporation Limited in a transaction that is exempt under Rule 16b-3. The RMB Share Employee Participation Plan purchased an aggregate of 2,069,546 RMB Shares directly from the Issuer in the STAR Offering at the initial public offering price of RMB192.6 per RMB Share (or $30.1295 based on an assumed exchange rate of $1.00 = RMB6.3924).

4. The Reporting Person, as an individual participant in the RMB Shares Employee Participation Plan, has contributed RMB10 million to the RMB Shares Employee Participation Plan. The Reporting Person may be deemed to have indirect economic interest in an indeterminable portion of the RMB Shares held by the RMB Shares Employee Participation Plan but does not have voting or dispositive power over any of such shares. The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such RMB Shares for Section 16 or any other purpose.

5. Each American Depositary Share represents 13 Ordinary Shares.

6. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2024.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.00 to $350.64, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BeOne Medicines (ONC) report for the Global Head of R&D?

The reporting person sold 5,000 American Depositary Shares (ADS) under a Rule 10b5-1 trading plan at a weighted average price of $350.0623 per ADS.

How many ordinary shares does the reporting person beneficially own after the reported transaction?

The filing shows an indirect beneficial ownership position of 601,965 ordinary shares held through Wang Holdings LLC.

What is the RMB Shares Employee Participation Plan disclosure in the ONC Form 4?

The filing states the reporter contributed RMB10 million to the RMB Shares Employee Participation Plan, which purchased RMB Shares in the STAR Market offering; the reporter disclaims voting and dispositive power over those RMB Shares.

Does the Form 4 indicate whether the ADS sale was part of a prearranged plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted previously, as disclosed in the filing.

How many ordinary shares correspond to one ADS per the filing?

Each American Depositary Share represents 13 ordinary shares, as stated in the filing.