Zai Lab Limited — AGM Information 2023

Apr 28, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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**Zai Lab Limited 再鼎醫藥有限公司 ***

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 9688)

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given with respect to the 2023 annual general meeting of shareholders (the “ Annual Meeting ”) of Zai Lab Limited (the “ Company ”).

Time and date: 8:00 a.m. (U.S. Eastern Time) on Tuesday, June 20, 2023/ 8:00 p.m. (Shanghai and Hong Kong Time) on Tuesday, June 20, 2023 Physical location: 4560 Jinke Road, Bldg. 1, Fourth Floor, Pudong, Shanghai, China 201210 Virtual meeting site: www.virtualshareholdermeeting.com/ZLAB2023 Record date: Thursday, April 20, 2023 (the “ Record Date ”)

Latest time to lodge At 4:30 p.m. (Shanghai and Hong Kong Time) on Thursday, April transfer documents for 20, 2023 registration with the Company’s Hong Kong Share Registrar and Transfer Agent:

Purpose of the The purpose of the meeting is to consider and vote on the following Annual Meeting: matters:

1. An ordinary resolution to re-elect Samantha (Ying) Du to serve as a director until the 2024 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal;

2. An ordinary resolution to re-elect Kai-Xian Chen to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

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1. An ordinary resolution to re-elect John D. Diekman to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

2. An ordinary resolution to re-elect Richard Gaynor to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

3. An ordinary resolution to re-elect Nisa Leung to serve as a director until the 2024 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal;

4. An ordinary resolution to re-elect William Lis to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

5. An ordinary resolution to re-elect Scott Morrison to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

6. An ordinary resolution to re-elect Leon O. Moulder Jr. to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

7. An ordinary resolution to elect Michel Vounatsos to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

8. An ordinary resolution to re-elect Peter Wirth to serve as a director until the 2024 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal;

9. An ordinary resolution to approve the appointment of KPMG LLP and KPMG as the Company’s independent registered public accounting firms and auditors to audit our consolidated financial statements to be filed with the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) for the year ending December 31, 2023, respectively;

10. An ordinary resolution to authorize the board of directors of the Company (the “ Board of Directors ”) to fix auditor compensation for 2023;

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1. An ordinary resolution to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting dated April 28, 2023 (the “ Proxy Statement ”);

2. An ordinary resolution to approve a general mandate to the Board of Directors to allot and issue ordinary shares and/or American Depositary Shares (“ ADSs ”) of up to 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 2024 annual general meeting of shareholders;

3. An ordinary resolution to approve a general mandate to the Board of Directors to allot and issue ordinary shares and/ or ADSs of up to 10% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution up to the 2024 annual general meeting of shareholders; and

4. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Further details of the proposals above are set out in the Proxy Statement. You can review and download the Proxy Statement, in English and Chinese, from our website and the website of the Stock Exchange.

How to attend the Annual Meeting:

How to vote — Registered shareholders on our Hong Kong share register or Cayman Islands share register:

You are entitled to attend the Annual Meeting if you are shareholder of record of our ordinary shares in person at 4560 Jinke Road, Bldg. 1, Fourth Floor, Pudong, Shanghai, China 201210, or virtually by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/ZLAB2023 . To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shareholders are encouraged to log in to this website and pre-register for the Annual Meeting before the start time of the meeting. Online check-in will begin 15 minutes prior to the start of the meeting, and you should allow ample time for the online check-in procedures. If you choose to attend the Annual Meeting virtually, there will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page. Holders of ADSs will not be entitled to attend the Annual meeting.

If you are a shareholder of record of our ordinary shares registered on our Hong Kong register or Cayman Islands register as of the Record Date, you may vote at the Annual Meeting, in person or virtually, through the Internet in advance of the Annual Meeting, or by proxy using a proxy card. Whether or not you plan to attend the

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Annual Meeting, we urge you to vote by proxy to help ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy; such appointment of proxy will be revoked if you attend and vote at the Annual Meeting.

• To vote using a proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the prepaid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards submitted by mail must be received no later than 11:59 a.m. (U.S. Eastern Time)/11:59 p.m. (Shanghai and Hong Kong Time) on June 19, 2023, to be voted at the Annual Meeting.

• To vote through the Internet, go to www.proxyvote.com to complete an electronic voting instruction form. You will be asked to provide the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Your Internet vote must be received by 11:59 p.m. on June 18, 2023 (U.S. Eastern Time)/11:59 a.m. on June 19, 2023 (Shanghai and Hong Kong Time) to be counted.

• To vote while virtually attending the Annual Meeting, attend the meeting by visiting www.virtualshareholdermeeting.com/ ZLAB2023 . You will be asked to provide the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

• To vote in person at the Annual Meeting, attend the meeting by going to 4560 Jinke Road, Bldg. 1, Fourth Floor, Pudong, Shanghai, China 201210.

How to vote — Beneficial shareholders holding shares by nominees:

• If you are a beneficial owner of ordinary shares registered on the Record Date in the name of a brokerage firm, bank, or other financial institution, you should have received information containing voting instructions from that organization rather than from us. Simply follow the voting instructions so that your vote is counted. To vote at the Annual Meeting, you must obtain a legal proxy or broker’s proxy card from your broker, bank, or other agent. Follow the instructions from your broker or bank included with the proxy materials or contact your broker or bank to request a proxy form.

By order of the Board Zai Lab Limited Samantha Du Director, Chairperson and Chief Executive Officer

Hong Kong, April 28, 2023

As at the date of this notice, the board of directors of the Company comprises Dr. Samantha Du as a director, and Dr. Kai-Xian Chen, Dr. John Diekman, Ms. Nisa Leung, Mr. William Lis, Mr. Leon O. Moulder, Jr., Mr. Peter Wirth, Mr. Scott W. Morrison, Richard Gaynor, M.D. and Mr. Michel Vounatsos as independent directors.

• For identification only

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