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Zai Lab Limited — Audit Report / Information 2022
Apr 21, 2022
51136_rns_2022-04-21_7090ec43-0ae9-4635-bf56-8f474f4f341a.pdf
Audit Report / Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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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)
ANNOUNCEMENT IN RELATION TO THE CHANGE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUDITOR
This announcement is made by Zai Lab Limited (the “ Company ”) pursuant to Rule 13.51(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”).
Engagement of new independent registered public accounting firm and auditor
The board of directors of the Company (the “ Board ”) announces that on April 18, 2022 (U.S. Eastern Time), following a review process conducted by the Audit Committee of the Board of Directors (the “ Audit Committee ”) of the Company, the Audit Committee approved the engagement of KPMG LLP, a U.S. auditor, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 for the annual consolidated financial statements of the Company and its subsidiaries (the “ Group ”) filed with the U.S. Securities and Exchange Commission (the “ SEC ”) and the Company’s internal controls over financial reporting in accordance with the Securities Exchange Act of 1934, as amended. KPMG LLP will also be engaged to audit the consolidated financial statements of the Group for the year ending December 31, 2022 submitted to The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) in accordance with the Hong Kong Listing Rules, subject to the Company’s receipt of the requisite approvals from the Hong Kong Stock Exchange and the Financial Reporting Council of Hong Kong, which are expected to be administrative in nature. The Company’s engagement of KPMG LLP aligns with the Company’s existing presence in the United States. As of the date of this announcement, KPMG LLP is in the process of concluding its standard client evaluation procedures, including obtaining approval from the Hong Kong Stock Exchange to be appointed as our auditor. Upon completion of these standard procedures, KPMG LLP will be in a position to execute an engagement letter and formally commence the engagement.
The Company expects that this transition to an audit firm located in the United States and subject to inspection by the Public Company Accounting Oversight Board enables the Company to comply with the audit requirements of the Holding Foreign Companies Accountable Act and, if so, will facilitate its continued listing on Nasdaq.
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Dismissal of independent registered public accounting firm and auditor
On April 18, 2022 (U.S. Eastern Time), the Audit Committee also approved the dismissal of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu (together, “ Deloitte ”) as the Company’s independent registered public accounting firm and auditor, respectively. Deloitte’s dismissal will be effective after the completion by Deloitte Touche Tohmatsu Certified Public Accountants LLP of its services serving as the Company’s independent registered public accounting firm for the Group’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and the Company’s receipt of the requisite approvals from the Hong Kong Stock Exchange and the Financial Reporting Council of Hong Kong for the appointment of KPMG LLP. The Company has requested that Deloitte respond fully to the inquiries of KPMG LLP, the Company’s successor independent registered public accounting firm, and Deloitte has agreed to cooperate with KPMG LLP with respect to the transition.
During the fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through the date of the filing of this announcement, there were (i) no disagreements with Deloitte in any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports for such years and interim period, and (ii) no reportable events, as described in Item 304(a)(1)(v) of Regulation S-K. In addition, there were no other disagreements or unresolved matters between the Company and Deloitte in respect of the matters described herein that need to be brought to the attention of the Company’s shareholders and creditors, and there are no matters in respect of the dismissal of the Company’s auditor that need to be brought to the attention of the shareholders of the Company. Deloitte has also confirmed that it will provide a written confirmation that there are no matters in connection with its dismissal that need to be brought to the attention of the shareholders of the Company.
By order of the Board Zai Lab Limited Samantha Du Director, Chairperson and Chief Executive Officer
Hong Kong, April 21, 2022
As at the date of this announcement, 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 and Richard Gaynor, M.D. as independent directors.
- For identification only
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