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Zai Lab Limited — AGM Information 2022
May 3, 2022
51136_rns_2022-05-02_9ca150f5-d9e6-4727-abf8-fabc1de008b4.pdf
AGM Information
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----- Start of picture text ----- of Hong THAT, William Lis is hereby elected to serve as a director. Kong Limited and the Financial Reporting Council of Hong Kong be and is hereby 7. Ordinary Resolution ratified and confirmed. 13. Ordinary Resolution THAT, Scott Morrison is hereby elected to serve as a director. THAT within the parameters of Rule 13.36 of the HK Listing Rules, the granting 8. Ordinary Resolution of a share issue mandate to the Board of Directors to issue, allot or deal with THAT, Lonnie Moulder is hereby elected to serve as a director. unissued ordinary shares and/or American Depositary Shares not exceeding 20% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution up to the next annual general meeting of 9. Ordinary Resolution shareholders of the Company, subject to the dual-primary listing of the Company THAT, Peter Wirth is hereby elected to serve as a director. on the Main Board of The Stock Exchange of Hong Kong Limited and other conditions described in this Proxy Statement is hereby approved. 10. Special Resolution 14. Ordinary Resolution THAT the adoption of the Sixth Amended and Restated Memorandum and THAT, on a non-binding, advisory basis, the compensation of the Company’s Articles of Association of the Company in the form annexed hereto as Appendix named executive officers, as disclosed in this Proxy Statement, be and is hereby A as described in this Proxy Statement, conditioned on and subject to the dual- approved. primary listing of the Company on the Main Board of The Stock Exchange of 1 Year 2 Years 3 Years Abstain Hong Kong Limited is hereby approved. 15. Ordinary Resolution THAT, on a non-binding, advisory basis, future advisory votes on the compensation of the Company’s named executive officers will be held at the frequency hereby approved. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateSCAN TO ZAI LAB LTD VIEW MATERIALS & VOTE w 4560 JINKE ROAD BLDG. 1, FOURTH FLOOR VOTE BY INTERNET SHANGHAI, 201210 Before the Meeting - Go to www.proxyvote.com or scan the QR Barcode above CHINA Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:00 a.m. U.S. Eastern Time / 8:00 p.m. Shanghai and Hong Kong Time on June 21, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Meeting—Go to www.virtualshareholdermeeting.com/ZLAB2022 or attend in person You may attend the meeting in person or via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. If you wish to attend the meeting in person, please check the meeting materials for any special requirements for meeting attendance. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D85537-P71321 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ZAI LAB LIMITED The Board of Directors recommends you vote FOR the following resolutions 1 to 14 and a vote for “3 Years” to resolution 15. For Against Abstain 1. Ordinary Resolution THAT, Samantha (Ying) Du is hereby elected to serve as a director. 2. Ordinary Resolution THAT, Kai-Xian Chen is hereby elected to serve as a director. 11. Ordinary Resolution For Against Abstain THAT the Zai Lab Limited 2022 Equity Incentive Plan is hereby approved and 3. Ordinary Resolution adopted, conditioned on and subject to the dual-primary listing of the Company THAT, John D. Diekman is hereby elected to serve as a director. on the Main Board of The Stock Exchange of Hong Kong Limited becoming effective. 12. Ordinary Resolution 4. Ordinary Resolution THAT the appointment of KPMG LLP as the Company’s independent registered THAT, Richard Gaynor, M.D. is hereby elected to serve as a director. public accounting firm and auditor for the fiscal year ending December 31, 2022 for the Company’s annual consolidated financial statements filed with the SEC 5. Ordinary Resolution and its internal controls over financial reporting in accordance with the Exchange THAT, Nisa Leung is hereby elected to serve as a director. Act and the consolidated financial statements of the Group for the year ending December 31, 2022 submitted to The Stock Exchange of Hong Kong Limited 6. Ordinary Resolution in accordance with the HK Listing Rules, conditioned upon and subject to the Company’s receipt of the requisite approvals from The Stock Exchange----- End of picture text -----
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----- Start of picture text ----- Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Form 10K are available at www.proxyvote.com. D85538-P71321 ZAI LAB LIMITED Annual Meeting of Shareholders This proxy is solicited by the Board of Directors The shareholder(s) hereby appoints Samantha Du (or, should Dr. Du not attend the Annual Meeting (as defined below), Mr. F. Ty Edmondson) as proxy, with the power to appoint her substitute, and hereby authorize Dr. Du (or, if applicable, Mr. Edmondson) to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ZAI LAB LIMITED that the shareholder(s) is entitled to vote at the annual general meeting of the shareholders (the “Annual Meeting”) to be held on June 22, 2022 at 8:00 p.m. (Shanghai and Hong Kong Time)/ June 22, 2022 at 8:00 a.m. (U.S. Eastern Time), at 4560 Jinke Road, Bldg. 1, Fourth Floor, Pudong, Shanghai, China 201210 or online at www.virtualshareholdermeeting.com/ZLAB2022 and at any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side----- End of picture text -----