Zai Lab Limited — Capital/Financing Update 2022

Sep 13, 2022

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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules. The Board hereby announces that on September 12, 2022 (U.S. Standard Time), the Company granted such number of Options to subscribe for an aggregate of 2,644 ADSs to 2 Grantees under the 2022 Equity Incentive Plan.

SHARE OPTIONS UNDER THE 2022 EQUITY INCENTIVE PLAN

On September 12, 2022, the Company granted such number of Options to subscribe for an aggregate of 2,644 ADSs to 2 Grantees in accordance with the terms of the 2022 Equity Incentive Plan.

Details of the Grant

Pursuant to Rule 17.06A of the Listing Rules, the details of the Options are as follows:

Date of Grant: September 12, 2022 (U.S. Standard Time)

Number of Grantee(s): 2

Number of underlying Shares 26,440

pursuant to the Options granted:

Number of the Options 2,644 granted (in ADSs):

Total number of new ADSs 2,644

to be subscribed upon exercise of the Options granted:

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Consideration for the grant: Nil

Exercise price of the Options granted:

US$51.69 per ADS (approximately HK$40.32 per Share)

Validity period of the The validity period of the Options shall be ten years from the Date Options: of Grant, and the Options shall lapse at the expiry of the validity period or earlier if the employment relationship has terminated prior to the expiry of the validity period.

Vesting period:

The Options granted shall vest as follows:

• 20% shall vest on each anniversary of the Date of Grant for the next five years, in each case, subject to the Grantee’s continued employment relationship with the Company on such vesting dates.

The Options are subject to the terms and conditions of the 2022 Equity Incentive Plan and form of award agreement covering the grants.

Exercise Price

The exercise price of the Options of US$51.69 per ADS (approximately HK$40.32 per Share) represents the higher of (i) the closing price of the ADSs of US$51.69 per ADS (approximately HK$40.32 per Share) on the Date of Grant, and (ii) the average closing price of the ADSs of US$46.56 per ADS (approximately HK$36.32 per Share) for the five NASDAQ trading days immediately preceding the Date of Grant.

The Grantees are neither a Director, nor a chief executive, nor a substantial shareholder of the Company, nor an associate of any of them.

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DEFINITIONS

“2022 Equity Incentive Plan”	the Zai Lab Limited 2022 Equity Incentive Plan approved at the
	Company’s 2022 annual general meeting of shareholders on June
	22, 2022 and effective on June 27, 2022, the principal terms of
	which were set out in the Company’s definitive proxy statement/
	circular dated May 3, 2022
“ADS(s)”	American Depositary Shares (each representing 10 Shares of the
	Company)
“associate”	has the same meaning ascribed to it under the Listing Rules
“Board”	the board of directors of the Company
“Company”	Zai Lab Limited, a company incorporated in the Cayman Islands
	with limited liability and listed on the Stock Exchange (Stock Code:
	9688) and NASDAQ (Trading Symbol: ZLAB)
“Date of Grant”	September 12, 2022 (U.S. Standard Time)
“Director(s)”	member(s) of the Board
“Grantee(s)”	the employee(s) of the Group who were granted the Options in
	accordance with the 2022 Equity Incentive Plan on the Date of
	Grant
“Group”	the Company and its subsidiaries
“HK$”	the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Listing Rules”	Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
“NASDAQ”	Nasdaq Global Market
“Option(s)”	share option(s) entitling the holder to acquire Shares upon payment
	of the exercise price which are granted under the 2022 Equity
	Incentive Plan
“PRC”	the People’s Republic of China
“Share(s)”	ordinary shares in the authorized share capital of the Company with
	a par value of US$0.000006 per share

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“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiary(ies)”

has the same meaning ascribed to it under the Listing Rules

For the purpose of this announcement and for illustrative purpose only, conversions of US$ to HK$ are based on the exchange rate of US$1.00 = HK$7.8. No representation is made that any amounts in HK$ or US$ can be or could have been converted at the relevant dates at the above rate or at any other rates or at all.

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

Hong Kong, September 13, 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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