Zai Lab Limited — Capital/Financing Update 2024

Nov 14, 2024

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.

This announcement shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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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)

VOLUNTARY ANNOUNCEMENT PROPOSED FOLLOW-ON OFFERING OF AMERICAN DEPOSITARY SHARES

This announcement is made by Zai Lab Limited (the “ Company ”) on a voluntary basis.

PROPOSED OFFERING

The Company is pleased to announce that on November 13, 2024 (U.S. Eastern Time)/November 14, 2024 (Shanghai and Hong Kong Time), it has commenced a proposed underwritten followon public offering of US$200 million of American depositary shares (“ ADSs ”) of the Company (each representing ten ordinary shares of the Company with a par value of US$0.000006 per share) (“ Offering ”). All ADSs will be offered by the Company. The Company expects to grant the underwriter(s) a 30-day option to purchase up to an additional 15% of the ADSs sold in the public offering at the public offering price less underwriting discounts and commissions. The Company intends to use the net proceeds from the Offering for general corporate purposes.

Goldman Sachs (Asia) L.L.C., Jefferies and Leerink Partners are acting as joint book-running managers for the Offering. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.

The Offering will be made pursuant to a shelf registration statement on Form S-3ASR, which became automatically effective upon filing with the U.S. Securities and Exchange Commission (“ SEC ”) on April 19, 2024 (U.S. Eastern Time). A preliminary prospectus supplement related to the proposed ADS offering is being filed with the SEC.

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Copies of the registration statement on Form S-3ASR, the preliminary prospectus supplement and the accompanying prospectus may be obtained from: (i) Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com , (ii) Jefferies LLC, c/o Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com and (iii) Leerink Partners LLC, c/o Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com .

This announcement does not constitute an offer to sell or the solicitation of an offer to buy ADSs or any other securities, nor shall there be any sale of ADSs in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

The Company will make further announcement(s) relating to the Offering as and when appropriate in compliance with the requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As the Offering may or may not proceed, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

INFORMATION ABOUT THE COMPANY

The Company (NASDAQ: ZLAB; HKEX: 9688) is an innovative, research-based, commercialstage biopharmaceutical company based in China and the United States. The Company is focused on discovering, developing, and commercializing innovative products that address medical conditions with significant unmet needs in the areas of oncology, immunology, neuroscience, and infectious disease. The Company’s goal is to leverage its competencies and resources to positively impact human health in China and worldwide.

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FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements about future expectations, plans, and prospects for the Company, including, without limitation, statements relating to the Offering and the proceeds therefrom. All statements, other than statements of historical fact, included in this announcement are forward-looking statements and can be identified by words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “possible,” “potential,” “will,” “would,” and other similar expressions. Such statements constitute forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements are not guarantees or assurances of future performance. Forward-looking statements are based on the Company’s expectations and assumptions as of the date of this announcement and are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. The Company may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in its forwardlooking statements, and shareholders, other holders of securities of the Company and potential investors should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by forward-looking statements as a result of various important factors, including but not limited to (1) the Company’s ability to successfully commercialize and generate revenue from its approved products, (2) the Company’s ability to obtain funding for its operations and business initiatives, (3) the results of the Company’s clinical and pre-clinical development of the Company’s product candidates, (4) the content and timing of decisions made by the relevant regulatory authorities regarding regulatory approvals of its product candidates, (5) risks related to doing business in China, and (6) other factors identified in the Company’s most recent annual and quarterly reports and in other reports the Company has filed with the SEC. The Company anticipates that subsequent events and developments will cause its expectations and assumptions to change, and it undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this announcement.

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

Hong Kong, November 14, 2024

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, Dr. Richard Gaynor, Ms. Nisa Leung, Mr. William Lis, Mr. Scott W. Morrison, Mr. Leon O. Moulder, Jr., Mr. Michel Vounatsos and Mr. Peter Wirth as independent directors.

• For identification only

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