Beone Medicines Ltd

This proposal asks shareholders to approve the Company’s audited Swiss statutory standalone financial statements and its audited Swiss statutory consolidated financial statements for the fiscal year ended December 31, 2025, as required under Swiss law. Management is seeking shareholder approval primarily to comply with statutory requirements that the audited financial statements be submitted to shareholders at the annual general meeting; approval does not involve an operational action but is a statutory ratification of the audited accounts. The audit reports were prepared by Ernst & Young AG, which recommended the statements without qualification, and the consolidated statements are prepared in accordance with U.S. GAAP; that fact reduces audit complexity and supports transparency for U.S. and other market stakeholders. A vote FOR indicates shareholder acceptance of the company’s reported financial results and disclosures for 2025 and is a precondition to certain Swiss corporate approvals and downstream governance actions. From a governance perspective, approval signals confidence in the company’s accounting, internal controls as evaluated by the auditors, and the Audit Committee’s oversight. If shareholders reject the statements, Swiss law allows the Board to convene an extraordinary meeting for reconsideration, creating short-term governance disruption and potential reputational risk. Given the auditor’s unqualified opinion and management’s recommendation, the Board has concluded that approval is in shareholders’ best interests. The vote is routine in form but meaningful in establishing formal shareholder acceptance of the Company’s 2025 reported performance and financial position.

This proposal asks shareholders to approve the Board’s proposed appropriation of the Company’s Swiss statutory standalone financial results for the fiscal year 2025, specifically to carry forward the total accumulated loss of $(7,640,015). Under Swiss law and the Company’s articles, the appropriation of statutory results (standalone) must be submitted for shareholder approval—this is largely a formal legal requirement rather than an economic distribution decision because the Board proposes no dividend or distribution. The practical effect, if approved, is that the loss is carried forward and not offset against reserves or used for distributions; that conserves capital and reflects the Board’s view on prudent capital management. A rejection would require the Board to consider alternative actions (including calling an extraordinary meeting), potentially creating short-term governance uncertainty and signaling shareholder dissatisfaction. The Board recommends FOR because the proposal is a straightforward statutory accounting resolution supported by the statutory auditors’ report and consistent with Swiss corporate governance practices. For investors, the vote also signals that shareholders accept the Company’s accounting presentation and the Board’s assessment of retained results; it does not change the Company’s underlying cash flows or operating plans. Given the immaterial numerical size of the statutory loss relative to the Company’s balance sheet and the Company’s reported profitability on a consolidated basis for the full year, the Board assesses approval as appropriate for continuity and legal compliance.

This proposal requests that shareholders discharge (release) the members of the Board and the Executive Management Team from personal liability for their actions during the applicable period (May 27, 2025 through December 31, 2025, reflecting the redomiciliation period), to the extent facts were disclosed to shareholders. Under Swiss practice, a release vote is customary and limits the ability of shareholders to pursue derivative suits for disclosed acts covered by the discharge. The discharge applies only to facts known and disclosed to shareholders and does not shield directors or officers from liability for intentional or grossly negligent misconduct; moreover, Swiss law preserves certain post-approval rights for shareholders who did not vote in favor. The Board seeks discharge to obtain legal finality for governance decisions made during the listed period and to provide certainty for management and directors as they continue operating under the Company’s new Swiss jurisdiction. A vote FOR is consistent with standard Swiss governance practice and indicates shareholder satisfaction with oversight during the transition to Swiss incorporation. A vote against could expose directors and officers to increased litigation risk and signal shareholder concerns about governance or disclosure. The Board recommends FOR because the vote is customary, limited in scope, and supported by the Company’s public disclosures and audit processes; the Board believes it is in the corporate interest to seek this statutory approval to preserve stability and continuity of leadership.

This proposal asks shareholders to elect, as a Swiss corporate law requirement, an Independent Voting Representative (Schweiger Advokatur/Notariat) who will serve as a recipient of proxies and voting instructions for shareholders of record and vote in strict accordance with those instructions at the Annual Meeting. The role is distinct from management or board representation: the Independent Voting Representative provides a mechanism for shareholders on Swiss registers to ensure their votes are cast according to instructions and helps comply with Swiss procedural rules for listed companies. The Board recommends FOR because Swiss law requires such appointment and the proposed firm is a recognized Swiss legal practice experienced in acting in this capacity; shareholder approval establishes formal authority and transparency for the representative’s role for the coming year. For shareholders, the appointment facilitates participation, especially for holders on the Swiss register, and provides legal certainty for proxy handling and vote aggregation. Operationally, the Independent Voting Representative will not make statements or proposals at the meeting other than to execute voting instructions, limiting governance risk. A vote against would compel the Board to nominate an alternative representative, introducing administrative friction; a vote FOR keeps the standard Swiss governance mechanism in place. Given the procedural nature of the item and the firm’s qualifications, the Board’s recommendation is FOR.

This proposal requests shareholder authorization, under listing requirements, to delegate authority to the Board (and typically to the Audit Committee) to determine and fix the Company’s independent auditors’ compensation for fiscal year 2026. Management seeks this delegated authority because actual audit-related work and related fees can fluctuate during a fiscal year depending on the scope of regulatory filings, multi-jurisdictional audits (SEC, HKEx, SSE, Swiss), and ancillary services related to reporting requirements; the delegation provides administrative flexibility to ensure timely payment and negotiation of fees while maintaining Audit Committee oversight. The Audit Committee has established pre-approval procedures to preserve auditor independence and will exercise the delegated authority consistent with those policies; shareholders are being asked to ratify that governance approach. From a governance perspective, shareholders retain oversight because the appointment itself and the delegation are subject to shareholder approval and the Company discloses aggregate audit fees in the proxy: the delegation is an operational efficiency measure rather than a transfer of qualitative control. A FOR vote supports the Board’s ability to manage the auditor engagement efficiently across multiple jurisdictions while keeping appropriate controls in place; a vote AGAINST could complicate fee negotiation and administrative processes and create practical delays. Given the complex multi-jurisdictional audit environment (Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP and Ernst & Young AG each serving specified reporting roles), the Board recommends FOR to facilitate efficient oversight and compliance with institutional audit timelines.

This non-binding “say-on-pay” proposal asks shareholders to express support or dissent regarding the overall compensation of the Company’s Named Executive Officers for fiscal 2025, based on the disclosure in the proxy. It is advisory and not legally binding, but the Compensation Committee and Board will consider shareholder feedback in future pay decisions. Management frames the compensation program as market-aligned, heavily equity-based and linked to both short-term operational goals and longer-term performance (including the PSU revenue-based plan), and cites strong 2025 commercial and financial performance (revenue growth, GAAP profitability, product launches) as evidence the pay-for-performance approach is working. A FOR vote would signal shareholder assent to the structure and outcomes of the Company’s executive pay program, while a substantial AGAINST vote would require the Compensation Committee to reevaluate program elements and possibly engage with shareholders on areas of concern. From a governance perspective, the advisory nature of the item still carries weight: historical advisory results inform subsequent design choices and disclosure improvements. Given the Company’s progress in 2025 (material revenue growth, profitability and pipeline advances) and the Compensation Committee’s responsiveness to market practices, the Board recommends a FOR vote while noting the committee remains receptive to shareholder feedback and will consider it in future compensation decisions.

This binding Swiss law proposal asks shareholders to approve the maximum aggregate amount of compensation payable to non-management members of the Board for the period between the 2026 annual general meeting and the 2027 annual general meeting, here proposed at $4,384,375. Under Swiss corporate rules, shareholders must prospectively approve aggregate board pay to ensure transparency and shareholder control over director remuneration. The proposed amount encompasses board retainer fees, chair and committee fees, and an equity component (stock compensation) and is calculated based on a presumed board size (eight non-management directors) with a contingency margin for exchange rate fluctuations and market adjustments. Approving this maximum does not guarantee full payment of the maximum amount; it establishes an upper limit and provides the board the flexibility to allocate components as needed. From an investor perspective, the vote balances the need to attract and retain qualified independent directors with shareholder oversight of aggregate spend. If shareholders do not approve the maximum, the Board would need to redesign director compensation and seek a lower maximum in compliance with Swiss law. Given the Company’s global operations and governance requirements, the Board recommends FOR to maintain competitive and predictable director compensation consistent with Swiss disclosure rules.

This is a binding, prospective Swiss-law vote requesting shareholder approval of the maximum aggregate compensation payable to the Company’s Executive Management Team for the fiscal year 2027, proposed at $70,051,784, covering salaries and bonus targets, equity awards (RSUs, options, PSUs), and other compensation. Under Swiss corporate rules, shareholders must approve the aggregate cap on executive pay for the coming fiscal year to ensure direct shareholder oversight of executive remuneration and limit management discretion. The Board frames the requested maximum as a planning envelope reflecting expected base salaries, full-target incentive payouts (including potential at 200% achievement for variable incentives in a best-case scenario), and stock-based compensation that drives retention and long-term alignment with shareholders; it also includes a limited contingency margin for exchange-rate or market adjustments. If approved, the Compensation Committee and Board retain discretion to allocate within the maximum but cannot exceed the cap without shareholder authorization; this gives shareholders legal control while permitting the company to remain competitive in hiring and retaining leadership. If shareholders reject the cap, the company would be required to re-propose an alternative maximum, potentially constraining compensation planning and affecting retention. Given the Company’s growth trajectory and the described governance commitments (clawbacks, performance-based equity, and peer benchmarking), the Board recommends FOR; shareholders should weigh the prospective maximum’s size against the company’s performance and competitive needs.

This advisory vote requests shareholder feedback on the Company’s Swiss Statutory Compensation Report for fiscal 2025, which discloses the compensation actually paid to the Board and Executive Management Team in accordance with Swiss disclosure requirements. While advisory and non-binding, the vote provides shareholders a formal mechanism to express their views on historical pay outcomes and the company’s compensation practices; positive advisory votes reinforce the Compensation Committee’s approach, while negative votes typically trigger enhanced shareholder engagement and potential program changes. The compensation report includes aggregate amounts, detailed pay tables, disclosures of termination and change-in-control protections, and descriptions of equity grants including a one-time promotional award in 2025; approval indicates shareholder acceptance of those disclosures and the rationale provided by management. The Board recommends FOR because the report reflects governance-compliant disclosure and audit review and helps align Swiss statutory reporting with shareholder expectations. From an investor governance standpoint, the advisory result will be considered by the Compensation Committee when designing future pay programs and disclosures. As a best practice, the Company treats the advisory vote as a key input to its ongoing alignment of pay and performance.

This advisory proposal requests shareholder endorsement of the Company’s Swiss Statutory Non-Financial Matters Report covering environmental matters (including climate goals), social and employee issues, human rights, and anti-corruption efforts for 2025, prepared under Article 964b of the Swiss Code of Obligations. The vote is non-binding but provides shareholders an important vehicle to signal approval or concern regarding the Company’s ESG disclosures and policies; the report complements financial disclosures and helps stakeholders assess risks and sustainability practices. The Board recommends FOR because the report was prepared consistent with Swiss legal requirements, reflects the Company’s RB&S priorities (advancing global health, empowering colleagues, innovating sustainably and operating responsibly), and is aligned with the Company’s strategic governance oversight and risk management. A positive advisory vote supports the Company’s sustainability approach and disclosure framework; a negative vote would typically prompt further engagement and potentially changes in reporting or policy. For investors assessing long-term value and risk, the report offers key non-financial metrics and narrative context; the Board views advisory approval as beneficial for continued stakeholder trust and disclosure evolution.

This proposal requests shareholder approval to adopt the Fifth Amended and Restated 2016 Share Option and Incentive Plan, including a refresh of the scheme mandate by adding 75,400,000 ordinary shares to the plan reserve, and to approve a consultant sublimit (the portion of the pool available to Consultants) consistent with Hong Kong Chapter 17 requirements. Management argues the increase is necessary to continue granting competitive, retention-focused equity awards across a rapidly growing global workforce (nearly 12,000 employees) and to support senior hires, promotions and ongoing talent needs through projected hiring and grant cycles. The plan maintains customary governance protections including a 10% overall limit across equity plans, 1% per-participant limits within any 12-month period (absent shareholder approval), no liberal share recycling, anti-repricing provisions without shareholder consent, clawback rules, and specified vesting frameworks and change-in-control treatments. The proposal also seeks a consultant sublimit (1.5% of issued share capital) to permit equity awards to consultants who provide continuing, valuable services; the Board highlights market norms and the need to secure specialized external expertise in biotech. Under HK Listing Rules the refresh requires independent shareholder approval because it occurs within three years of the prior refresh; certain insiders (including the CEO and a director) must abstain in Hong Kong votes. Approving the plan will enable the Company to maintain equity incentive flexibility through the near-term hiring and retention horizon; rejecting it risks depleting the pool, which could constrain compensation strategy and hiring agility. Given the Company’s disclosure on burn rate, growth in headcount, and oversight measures, the Board recommends FOR on both the overall plan amendment and the consultant sublimit (with the consultant sublimit conditional on passage of the main plan amendment).

This proposal asks shareholders to approve the Sixth Amended and Restated 2018 Employee Share Purchase Plan to refresh the scheme mandate by adding 3,250,000 ordinary shares to the ESPP allocation under the overall Chapter 17 scheme mandate refresh. The ESPP enables eligible employees to purchase Ordinary Shares or ADSs at a 15% discount via payroll deductions during defined offering periods (typically semi-annual) and is positioned as a broad-based retention and alignment tool to deepen employee ownership and engagement. The Company frames the requested increase as necessary because headcount growth and typical participation rates are expected to exhaust the current ESPP reserve in the near term absent replenishment. Under HK Listing Rules the refresh requires independent shareholder approval because it falls within three years of the last refresh; certain insiders must abstain for Hong Kong votes. From a governance perspective, expanding the ESPP supports employee alignment while preserving shareholder oversight through the agreed caps and HK regulatory approvals (including limits on aggregate issuance across plans). Failure to approve could limit the Company’s ability to offer the ESPP to global employees, potentially hindering retention programs. Given the ESPP’s broadly distributed nature, the Board recommends FOR in order to maintain this component of employee compensation and alignment with shareholder interests.

This proposal requests shareholder approval under HK Listing Rules for a routine general issuance mandate allowing the Board to issue ordinary shares and/or ADSs up to 20% of the Company’s issued share capital (excluding treasury shares) prior to the next annual meeting. The rationale is to preserve the Company’s ability to react quickly to strategic opportunities, capital market transactions, acquisitions, and treasury share allocations without needing to convene an immediate shareholder meeting for each issuance. The mandate is customary for HK primary-listed companies and provides a predictable authorization ceiling; any specific issuance would still be subject to applicable law, exchange rules and the Board’s fiduciary duty to act in shareholders’ interests. For investor protection, the mandate is time-limited to the next annual meeting and does not increase the Company’s authorized share capital; shareholders retain control through renewal votes. If shareholders decline to grant the mandate, future issuances would require ad hoc shareholder approval, potentially slowing execution. Given the Company’s capital planning needs and the standard governance safeguards (including public disclosure of any issuance), the Board recommends FOR to maintain strategic and financing flexibility.

This proposal requests shareholder approval for a routine share repurchase mandate under HK Listing Rules, authorizing the Board to repurchase up to 10% of the Company’s issued ordinary shares (excluding RMB shares and treasury shares) prior to the next annual general meeting. The mandate is intended to give the Board the flexibility to manage capital structure, return surplus cash to shareholders, offset dilution from equity plans, and opportunistically repurchase shares when it believes price and company fundamentals warrant it. The Board would consider funding, liquidity, gearing and market conditions before executing repurchases; any treasury shares acquired could be held or cancelled consistent with law and the articles of association. Approving the mandate does not obligate the Company to repurchase shares; it simply authorizes the Board to do so if appropriate. If shareholders do not approve, the Company would need to seek specific shareholder approvals for any repurchase program, reducing agility. Because repurchases can affect shareholder voting power and takeover thresholds, the Board emphasizes it will not use the mandate to frustrate takeover rules or advantage insiders. Given the Board’s capital management responsibilities and standard safeguards, the recommendation is FOR.

This proposal seeks shareholder approval of a connected-person placing authorization that would permit the Company and its underwriters to pro rata allocate securities to Amgen in offerings carried out under the general issue mandate (Resolution 17) to allow Amgen to maintain its relative ownership percentage, for a period of five years subject to annual rolling extension, and subject to several conditions including Amgen’s abstention from voting. The authorization stems from the Company’s long-standing strategic collaboration with Amgen, which includes a substantial equity position acquired in 2019; the arrangement is intended to reduce market friction and preserve the economic balance of the original collaboration in follow-on capital raises. The Board contends the authorization is conditional and narrow: securities allocated to Amgen would be for cash only, no preferential pricing or governance rights beyond pro rata participation, Amgen would be excluded from committees setting pricing, and the authorization requires non-Amgen shareholder approval and Amgen abstention on the vote. This targeted mechanism is unusual but not unprecedented when a strategic partner holds a material stake and ongoing collaboration benefits both firms; it facilitates stable partner participation and preserves the commercial relationship while protecting minority shareholder interests via conditions and disclosure. Shareholders should weigh the benefits of enabling strategic collaboration and capital stability against potential dilution dynamics and governance implications; the Board recommends FOR because it believes the conditional safeguards preserve fairness while enabling continued strategic alignment with Amgen.

This procedural proposal authorizes the proxy holder and meeting chairman to adjourn the Annual Meeting in the event there are insufficient votes to approve one or more proposals, thereby providing additional time to solicit proxies and attempt to obtain the necessary votes. The authority is routine and is intended to avoid abrupt defeat of proposals due to timing issues or insufficient in-person attendance, allowing management to reengage with shareholders and solicit additional support. From a governance perspective, adjournment authority can help avoid rushed actions and ensures shareholders have time for considered voting; however, repeated or opportunistic use could be perceived as frustrating shareholder dissent if used to effectively change outcomes without substantive dialogue. In practice, such adjournments are short and limited (less than 14 days does not require further notice under Swiss rules), and any adjournment would still be subject to the Company’s duty of disclosure and standard meeting procedures. The Board recommends FOR this limited adjournment authority as a pragmatic tool to ensure orderly conduct of the meeting and to permit additional shareholder engagement if needed.