Zai Lab Limited — Board/Management Information 2023

Jan 9, 2023

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)

APPOINTMENT OF INDEPENDENT DIRECTOR; ESTABLISHMENT OF COMMERCIAL COMMITTEE; AND CHANGE OF COMPOSITION OF BOARD COMMITTEES

This announcement is made by Zai Lab Limited (the “ Company ”) pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

APPOINTMENT OF INDEPENDENT DIRECTOR

The board of directors of the Company (the “ Board ”) is pleased to announce that Mr. Michel Pericles Vounatsos (“ Mr. Vounatsos ”) was appointed as an independent director of the Company, chairperson of the Commercial Committee of the Board (the “ Commercial Committee ”), and a member of the Research and Development Committee of the Board (the “ Research and Development Committee ”) with effect from January 7, 2023.

Mr. Vounatsos, 61, brings to the Board extensive global leadership and management experience in the biopharmaceutical industry, including more than 25 years of service at leading companies. His expertise includes significant commercial experience in China and worldwide in the areas of primary care and neuroscience. Mr. Vounatsos served as Chief Executive Officer and member of the Board of Directors of Biogen, Inc. (“ Biogen ”) from January 2017 to November 2022, after serving as Executive Vice President and Chief Commercial Officer in 2016. Prior to joining Biogen, Mr. Vounatsos held various roles of increasing responsibility at Merck & Co. (“ Merck ”) from 1996 to 2016. While at Merck, Mr. Vounatsos was President of MSD China from 2008 to 2012, leading all operations in China, creating a long-term growth strategy and several strategic alliances, and helping MSD China grow and significantly increase sales. Mr. Vounatsos later served as President, Primary Care & Merck Customer Centricity. In this role, he was responsible for strategic and business development decisions to grow Merck’s primary care business. Mr. Vounatsos previously held commercial leadership positions across Europe for Merck. Prior to Merck, Mr. Vounatsos held management positions at Ciba-Geigy, a pharmaceutical company, from 1990 to 1996. Mr. Vounatsos has served as a member of the Board of Directors and Audit Committee of PerkinElmer, Inc., a global scientific technology and life science research company, since 2020, and chair of the Nominating and Corporate Governance Committee since October 2022. He also serves

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on the advisory board of Tsinghua University School of Pharmaceutical Sciences in Beijing, China and as Chairman of the Supervisory Board of Liryc, the Electrophysiology and Heart Modeling Institute at the University of Bordeaux.

Mr. Vounatsos received an MBA from HEC School of Management in Paris, France and his Certificate of Clinical and Therapeutic Synthesis (“ C.S.C.T. ”) in Medicine from Université Victor Segalen, Bourdeaux II, also in France.

Mr. Vounatsos has entered into an agreement with the Company for his period of service as a director until the next annual general meeting and will receive compensation from the Company in accordance with its non-employee director compensation policy (the “ Compensation Policy ”), including (i) an annual cash retainer of $50,000 for his service on the Board, (ii) an additional annual cash retainer of $15,000 for his service as Chairperson of the Commercial Committee, and (iii) an additional annual cash retainer of $7,500 for his service as a member of the Research and Development Committee, each of which will be pro-rated for his period of service. In March 2023, pursuant to the Compensation Policy, Mr. Vounatsos will receive an award of restricted shares worth $750,000 on the date of grant, which will vest ratably over three years on the anniversary of the date of grant, subject to his continued service as a member of the Board through such date. Furthermore, it is expected that he will receive equity compensation in subsequent years pursuant to the Compensation Policy, subject to his continued service as a member of the Board.

In accordance with the Company’s customary practice, the Company has entered into an indemnification agreement with Mr. Vounatsos, which requires the Company to indemnify Mr. Vounatsos against certain liabilities that may arise in connection with his status or service as a director. Save as disclosed above, as at the date of this announcement, (i) Mr. Vounatsos does not hold any other position in the Company or its subsidiaries; (ii) Mr. Vounatsos does not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) Mr. Vounatsos does not possess any other major appointment or professional qualifications; (iv) Mr. Vounatsos does not, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) Mr. Vounatsos does not have any relationship with any directors, senior management, substantial shareholders (as defined under the Listing Rules) or controlling shareholders (as defined under the Listing Rules) of the Company.

So far as the directors of the Company are aware, save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter relating to the appointment of Mr. Vounatsos that needs to be brought to the attention of the shareholders of the Company.

The Board would like to extend a very warm welcome to Mr. Vounatsos for his appointment as an independent director.

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ESTABLISHMENT OF COMMERCIAL COMMITTEE

The Board has established a Commercial Committee with Mr. Vounatsos as chairperson of the Commercial Committee. The primary responsibility of the Commercial Committee is to make recommendations to the Board and management regarding the Company’s strategies, activities and opportunities.

By order of the Board Zai Lab Limited Samantha Du

Director, Chairperson and Chief Executive Officer

Hong Kong, January 9, 2023

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, Richard Gaynor, M.D. and Mr. Michel Vounatsos as independent directors.

• For identification only

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