Zai Lab Limited — Proxy Solicitation & Information Statement 2021

May 2, 2021

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.

==> picture [72 x 51] intentionally omitted <==

**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.

Please refer to the attached Notice of Internet Availability of Proxy Materials relating to the Company’s 2021 annual general meeting of shareholders of the Company, which has been filed by the Company with the Securities and Exchange Commission of the United States on April 30, 2021 (U.S. Eastern Time).

By order of the Board Zai Lab Limited Samantha Du

Director, Chairperson and Chief Executive Officer

Hong Kong, May 2, 2021

As at the date of this announcement, the board of directors of the Company comprises Dr. Samantha Du and Mr. Tao Fu as the directors, and Dr. Kai-Xian Chen, Dr. John Diekman, Ms. Nisa Leung, Mr. William Lis, Mr. Leon O. Moulder, Jr. and Mr. Peter Wirth as the independent directors.

• For identification only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

• ☐ Preliminary Proxy Statement

• ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• ☐ Definitive Proxy Statement

☒ Definitive Additional Materials

• ☐ Soliciting Material under §240.14a-12

ZAI LAB LIMITED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

• ☒ No fee required.

• ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

  • 1. Title of each class of securities to which transaction applies:
  • 1. Aggregate number of securities to which transaction applies:
  • 1. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
  • 1. Proposed maximum aggregate value of transaction:
  • 1. Total fee paid:

• ☐ Fee paid previously with preliminary materials.

• ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  • 1. Amount Previously Paid:
  • 1. Form, Schedule or Registration Statement No.:
  • 1. Filing Party:
  • 1. Date Filed:

Your Vote Counts!

ZAI LAB LIMITED

2021 Annual Meeting Vote via Internet by June 21, 2021 11:59 PM ET Vote via mail by June 18, 2021

ZAI LAB LIMITED BUILDING 1, 4/F JINCHUANG PLAZA 4560 JINKE ROAD PUDONG, SHANGHAI, 201210 P.R. CHINA

==> picture [207 x 158] intentionally omitted <==

==> picture [50 x 6] intentionally omitted <==

----- Start of picture text ----- D53862-P56193----- End of picture text -----

You invested in ZAI LAB LIMITED and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 24, 2021.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 10, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Vote Virtually at the Meeting* Point your camera here and June 24, 2021 8:00 AM, EDT vote without entering a 8:00 PM, China Standard Time control number Virtually at: www.virtualshareholdermeeting.com/ZLAB2021

==> picture [56 x 39] intentionally omitted <==

*Please check the meeting materials for any special requirements for meeting attendance.

V1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

• Board

• Voting Items Recommends 1. A special resolution to consider and approve amending and restating the Fourth Amended and Restated Articles For

• of Association of Zai Lab Limited, or the Current Articles, to provide for the annual election each of the Company’s directors.

• 1. A special resolution to consider and approve amending and restating the Current Articles to reflect changes required For

• or recommended by The Stock Exchange of Hong Kong Limited.

• 1. A special resolution to consider and approve that, conditional upon the approval of special resolutions 1 and 2, the Current Articles be amended, restated and replaced in their entirety by the Fifth Amended and Restated Articles of For Association in the form attached to the proxy statement as Exhibit A.
• 1. An ordinary resolution to ratify the selection of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the Company’s independent auditors for the fiscal year ending December 31, 2021. For

NOTE: To transact other business as may properly come before the meeting or any adjournment thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D53863-P56193