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Zai Lab Limited Board/Management Information 2022

Oct 30, 2022

51136_rns_2022-10-30_ca3db939-c035-48ac-b0b2-773ee8f24f0c.pdf

Board/Management 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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made by Zai Lab Limited (the “ Company ”) pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Company filed a Form 8-K on October 28, 2022 (U.S. Eastern Time) with the U.S. Securities and Exchange Commission to announce the resignation of Dr. Alan Sandler, effective October 28, 2022 (U.S. Eastern Time). There were no disagreements between Dr. Sandler and the Company relating to the Company’s operations, policies, or practices that resulted in Dr. Sandler’s resignation.

For further details, please refer to the attached Form 8-K.

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

Hong Kong, October 30, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2022


ZAI LAB LIMITED

(Exact name of registrant as specified in its charter)


Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.)

4560 Jinke Road Bldg. 1, Fourth Floor, Pudong Shanghai, China 201210 314 Main Street 4th Floor, Suite 100 Cambridge, MA, USA 02142 (Address of principal executive offices) (Zip Code)

+86 21 6163 2588

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  • ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  • ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  • ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  • ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class TradingSymbol(s)Name of each exchangeon which registered
American Depositary Shares, eachrepresenting 10 Ordinary Shares,par value $0.000006 per shareOrdinary Shares, par value$0.000006 per share* ZLABThe Nasdaq Global Market9688The Stock Exchange of Hong KongLimited
  • Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2022, Zai Lab Limited (the “Company”) entered into a Severance Agreement and General Release (the “Agreement”) with Dr. Alan Sandler who provided notice that he is resigning from the Company, effective October 28, 2022, to pursue another professional opportunity. There were no disagreements between Dr. Sandler and the Company relating to the Company’s operations, policies, or practices that resulted in Dr. Sandler’s resignation. In light of Dr. Sandler’s commitment and contributions to the Company, including its oncology programs and pipeline, long-term strategy, business development opportunities, and assistance with transitional and other standard services, the Agreement provides Dr. Sandler with a payment equal to his annual base salary, a pro-rated bonus, and a low six-figure additional severance payment.

The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company intends to file as an exhibit to a subsequent periodic report or an amendment to this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZAI LAB LIMITED

By: /s/ F. Ty Edmondson F. Ty Edmondson Chief Legal Officer & Corporate Secretary

Date: October 28, 2022