FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 百濟神州有限公司 (於開曼群島註冊成立的有限公司) 呈交日期： 2025年5月22日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 不適用 | | | 於香港聯交所上市 | 是 | | | 證券代號 (如上市) | 06160 | 說明 | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | | 庫存股份變動 | | | | 事件 | | 已發行股份（不包括庫 ...

Core Viewpoint - The article discusses the implications of President Trump's executive order aimed at reducing prescription drug prices in the U.S., which could lead to significant price reductions of 30% to 80% for American patients, while raising concerns for Chinese pharmaceutical companies operating in the U.S. market [1][2][6]. Summary by Sections Executive Order Details - On May 12, Trump signed an executive order requiring U.S. patients to have access to "Most-Favored-Nation Price" (MFN), limiting U.S. drug prices to the lowest levels among OECD countries [2][4]. - The Department of Health and Human Services (HHS) is tasked with implementing this policy, which includes establishing direct sales channels for drug companies and considering importing drugs from countries with lower prices [2][4]. Market Reactions - Following the announcement, large multinational pharmaceutical companies saw their stock prices rebound, with companies like Merck, Eli Lilly, and Pfizer experiencing gains of 5.87%, 2.86%, and 3.64% respectively [4]. - In contrast, Chinese innovative drug companies like BeiGene and Hutchison China MediTech faced stock declines prior to the announcement, reflecting market concerns about their profitability in the U.S. [2][4]. Long-term Implications - Analysts suggest that the executive order may face significant implementation challenges, and the long-term trend of reducing drug prices in the U.S. is unlikely to change [4][6]. - A study indicated that the price of brand-name drugs in the U.S. was 4.22 times higher than in other OECD countries, with these drugs accounting for 87% of U.S. prescription drug spending [6]. - The pricing disparity poses risks for Chinese companies like BeiGene, whose flagship product is priced significantly higher in the U.S. compared to China, potentially impacting their revenue if U.S. prices are forced down [6][7]. Risks for Chinese Pharmaceutical Companies - Chinese pharmaceutical firms that rely on overseas partnerships may face increased policy risks, as seen with Junshi Biosciences and its PD-1 product entering the U.S. market [7]. - The potential for reduced drug prices in the U.S. could lead to lower profit margins for these companies, affecting their valuation and revenue streams from international markets [7].

Core Viewpoint - The recent capital movement involving BeiGene, a leading Chinese innovative drug company, has sparked significant discussion in the capital market, particularly following the reduction of shareholding by HHLR Fund, L.P., controlled by Hillhouse Capital, which decreased its stake from 6.03% to 4.89% after selling 16 million shares, realizing HKD 22.46 billion in cash [2][3][4]. Company Performance - As of December 31, 2024, BeiGene reported cumulative unabsorbed losses of CNY 62.667 billion, but showed signs of improvement in Q1 2025 with revenue of CNY 8.048 billion, a 50.2% increase from CNY 5.359 billion in the same period last year, and a significant reduction in net loss from CNY 1.908 billion to CNY 94.5 million [3][10][11]. - The company's core product, Zebrutinib, achieved global sales of CNY 18.859 billion, marking a 106.38% year-on-year increase, while another product, Tislelizumab, generated CNY 4.467 billion in sales, up 17.37% [10][11]. Shareholder Dynamics - Hillhouse Capital's gradual exit from BeiGene, which began in 2023, has seen its shareholding decrease by 5.72 percentage points in less than two years, raising questions about the motivations behind this strategic shift [4][8][9]. - The reduction in shareholding below 5% allows Hillhouse to avoid further disclosure obligations, indicating a potential shift in strategy and raising market speculation about future actions [8][9]. Industry Context - The biopharmaceutical industry is characterized by high R&D costs and long commercialization cycles, leading to ongoing operational losses for companies like BeiGene. The recent financial improvements, however, suggest a turning point in the company's operational performance [10][14]. - The competitive landscape in the biopharmaceutical sector is intensifying, with potential risks related to R&D bottlenecks and market pressures, which may influence investor confidence and capital flows [8][9][14].

Meeting Overview - The annual general meeting of BeiGene, Ltd. was held on May 21, 2025, at Mourant Governance Services (Cayman) Limited in the Cayman Islands [1] - A total of 271 ordinary shareholders attended the meeting, representing 995,428,431 voting rights, with 240 A-shareholders and 31 foreign shareholders [1] Voting Results - All proposals presented at the meeting were approved, with significant support from shareholders [2][3] - The voting results showed that 96.08% of ordinary shareholders voted in favor of the proposals, with A-shareholders showing a 95.55% approval rate [1][2] - The company confirmed that the voting procedures complied with relevant laws and regulations, including the Company Law and the rules of the Shanghai Stock Exchange [1][5] Board of Directors - The meeting included the appointment of Anthony C. Hooper and Ranjeev Krishana as third-class directors, with terms extending to the 2028 annual general meeting [4] - Shalini Sharp was appointed as a second-class director, also with a term until the 2028 annual general meeting [4] Auditor Appointment - The company appointed an independent auditor for the fiscal year 2025, which was approved during the meeting [4] Share Buyback - A proposal for the company to repurchase up to 10% of its shares (excluding A-shares and treasury shares) was approved [4]

Core Viewpoint - The legal opinion letter confirms the compliance of BeiGene, Ltd.'s 2025 Annual General Meeting (AGM) procedures with relevant Chinese laws and regulations, ensuring the legitimacy of the meeting and its resolutions [5][12][13]. Group 1: Meeting Procedures - The AGM was convened in accordance with the notice published on April 8, 2025, on the Shanghai Stock Exchange and other relevant platforms, meeting the 20-day notice requirement [6][7]. - The meeting utilized a combination of on-site voting, mail voting (for non-A shares), and online voting (for A shares), with the on-site meeting held on May 21, 2025, in the Cayman Islands [6][8]. Group 2: Voting Participation and Qualifications - A total of 271 shareholders participated in the voting, representing 995,428,431 shares, which is approximately 70.94% of the total shares eligible for voting [8][10]. - The qualifications of A-share shareholders were verified through the Shanghai Stock Exchange's voting system, while other shareholders' qualifications were confirmed by respective custodians [10][11]. Group 3: Voting Procedures and Results - The AGM addressed 12 ordinary resolutions, including the re-election of directors and the appointment of auditors, with specific resolutions requiring separate counting for A-share minority investors [11][12]. - All resolutions were passed as valid ordinary resolutions, confirming the effectiveness of the voting process [12][13].

| A 股代码：688235 | 股简称：百济神州 A | 公告编号：2025-024 | | --- | --- | --- | | 港股代码：06160 | 港股简称：百济神州 | | | 美股代码：ONC | | | 百济神州有限公司 2025 年年度股东大会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 5 月 21 日 （二） 股东大会召开的地点：Mourant Governance Services (Cayman) Limited 的 办公室，位于 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, 开曼群岛 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 271 | | --- | --- | | 普通股股东人数 | 271 | | 其中：A ...

FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于百济神州有限公司（BeiGene, Ltd.） 2025 年年度股东大会的 法律意见书 致：百济神州有限公司（BeiGene, Ltd.） 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法律执 业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席百济神州有限公 司（BeiGene, Ltd.）（以下简称"百济神州"或"公司"）2025 年年度股东大会（以下 简称"本次股东大会"），并就本次股东大会的召集和召开程序、参与表决和召集会 议人员的资格、表决程序和表决结 ...

公开资料显示，工银前沿医疗股票C基金成立于2020年11月23日，截至2025年3月31日，工银前沿医疗 股票C规模13.80亿元，基金经理为赵蓓。 金融界2025年5月21日消息，工银前沿医疗股票C(010685) 最新净值2.9140元，增长1.53%。该基金近1个 月收益率4.11%，同类排名420|1001；近3个月收益率9.30%，同类排名81|988；今年来收益率13.47%， 同类排名116|978。 工银前沿医疗股票C股票持仓前十占比合计59.05%，分别为：恒瑞医药（10.11%）、科伦药业 （8.01%）、XD药明康（7.72%）、百济神州-U（6.85%）、信立泰（4.90%）、泽璟制药-U （4.77%）、鱼跃医疗（4.60%）、新诺威（4.36%）、华东医药（4.20%）、海思科（3.53%）。 来源：金融界 简历显示：赵蓓女士:硕士,曾在中再资产管理股份有限公司担任投资经理助理。2010年加入工银瑞信,现 任研究部副总监、医疗保健研究团队负责人,2014年11月18日至今,担任工银医疗保健行业股票型基金基 金经理;2015年4月28日至今,担任工银瑞信养老产业股票型基金基金经理;2 ...

Core Viewpoint - The article emphasizes the unstoppable rise of Chinese innovative pharmaceutical companies, highlighting their ability to provide life-saving products and the significant growth potential in the industry [2][3][22]. Group 1: Company Performance - BeiGene's revenue is projected to grow from 9.5 billion in 2022 to 38 billion in 2025, showcasing a substantial annual increase [3]. - Other companies like Kintor Pharmaceutical, YaoPharma, and Diligent Pharma are also mentioned as having significant product potential and market impact [5][7]. - The article notes that innovative drugs have undergone rigorous scientific validation, ensuring their efficacy and safety [9]. Group 2: Industry Growth - China's medical insurance expenditure has increased from approximately 2 trillion to 3 trillion, indicating a net increase of 1 trillion over five years, which supports the growth of the pharmaceutical sector [14]. - The article argues that innovative drugs are not subject to centralized procurement, allowing companies to negotiate prices while considering their profitability [14]. - The global market for Chinese innovative drugs is expanding, with the potential for these products to meet the needs of various countries [19][22]. Group 3: Investment Opportunities - The innovative drug sector is expected to produce numerous tenfold and hundredfold stocks due to the rapid growth of companies like BeiGene, Innovent Biologics, and others, which are maintaining growth rates of over 50% [30][32]. - The article suggests that the pharmaceutical industry has multiple distinct tracks, allowing companies to grow without directly competing against each other [32]. - The potential for high returns in the innovative drug sector is highlighted, with the expectation of significant sales growth in the coming years [30][31].

Summary of the Conference Call Company Overview - The company, transitioning to B1 Medicines, was founded in February 2010 and has grown to over 11,000 employees globally, focusing on innovative medicines for patients worldwide [5][4] - The company aims to solidify its leadership in hematology, advance its pipeline, and deliver strong financial performance as it moves into 2025 [5][6] Hematology Franchise - B1 Medicines is the only company with three wholly owned, potentially best-in-class medicines for Chronic Lymphocytic Leukemia (CLL) [6] - The lead product, Brukinza, is the only BTK inhibitor to demonstrate complete and sustained BTK inhibition and has shown superiority to IMBRUVICA in head-to-head trials [6][12] - In Q1, the company achieved a revenue share lead in the CLL market just two years post-launch [6][10] - The second asset, Sonro, is a second-generation BCL2 inhibitor, with ongoing Phase III trials and a recent filing for relapsed-refractory CLL in China [7][8] - The third asset is a first-in-class BTK degrader, with over 600 patients dosed and a Phase III trial initiated [8] Financial Performance - The company reported $1.1 billion in sales for Q1, a 50% year-over-year increase, marking its first quarter of GAAP income [9][10] - The financial profile has significantly improved compared to previous years, setting a strong foundation for 2025 [11][21] Market Dynamics and Competition - The company believes in the long-term benefits of fixed-duration therapy for patients, despite competition from Akala [16] - Concerns were raised about the efficacy and safety of competing therapies, particularly regarding patient populations and outcomes [17][18] - The company sees significant opportunities in first-line Mantle Cell Lymphoma (MCL) and other B-cell malignancies, estimating over 20,000 new cases annually across these indications [19][20] Pipeline and R&D Strategy - B1 Medicines had 13 New Molecular Entities (NMEs) enter the clinic last year, the highest in the industry, with 10 proof of concept data readouts expected in 2025 [8][9] - The company is focused on a portfolio approach to manage risks associated with pricing pressures and competition [24] - Upcoming R&D Day on June 26 will highlight the company's strategy to build franchises in key disease areas, including lung cancer and breast cancer [36][39] Regulatory and Approval Insights - The company is pursuing accelerated approval opportunities for Sonro in the U.S. and is engaging with regulatory authorities regarding undetectable MRD rates as a surrogate endpoint [30][31] - The development review committee has clear go/no-go criteria for new molecules, ensuring focus on impactful investigational medicines [40] Commercial Strategy - The company is optimistic about the market potential for Tivimbra, particularly in upper GI cancers, with a global PD-1 market opportunity estimated at $50 billion [46][47] - Tivimbra has received frontline esophageal and gastric labels, with a focus on differentiation and competitive pricing [48][49] Geographic Revenue Diversity - The company has evolved to resemble a global multinational pharma, with significant growth opportunities in Europe and other markets [51][52] Conclusion - B1 Medicines is well-positioned in the hematology market with a strong pipeline and financial performance, while also preparing for future growth in solid tumors and expanding its global presence [53][54]