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Zai Lab Limited — Proxy Solicitation & Information Statement 2021
May 2, 2021
51136_rns_2021-05-02_a705d34d-c6a7-40f0-b42e-a8e77fa83a7f.pdf
Proxy Solicitation & Information Statement
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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
ZAI LAB LIMITED BUILDING 1, 4/F JINCHUANG PLAZA 4560 JINKE ROAD PUDONG, SHANGHAI, 201210 P.R. CHINA
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/ZLAB2021
or attend in person
You may attend the meeting in person or via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. If you wish to attend the meeting in person, please check the meeting materials for any special requirements for meeting attendance.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D53856-P56193
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY
ZAI LAB LIMITED
| 2.A special resolution to consider and approve amending and restating the Current Articles to reflect changes required or recommended by The StockExchange of Hong Kong Limited.1.A special resolution to consider and approve amending and restating the Fourth Amended and Restated Articles of Association of Zai Lab Limited, orthe Current Articles, to provide for the annual election of each of the Company's directors.3.A special resolution to consider and approve that, conditional upon the approval of special resolutions 1 and 2, the Current Articles be amended, restatedand replaced in their entirety by the Fifth Amended and Restated Articles of Association in the form attached to the proxy statement as Exhibit A.4.An ordinary resolution to ratify the selection of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the Company'sindependent auditors for the fiscal year ending December 31, 2021.For Against Absta!!!!!!The Board of Directors recommends you vote FOR the following proposals:!!!!!! | in |
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NOTE: To transact other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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----- Start of picture text ----- ZAI LAB LIMITEDAnnual Meeting of ShareholdersThis proxy is solicited by the Board of DirectorsThe shareholders hereby appoint Samantha Du and F. Ty Edmondson, or either of them, as proxies, each with the power toappoint their substitute, and hereby authorize them to represent and to vote, as designated on the reverse side of this ballot, allof the ordinary shares of ZAI LAB LIMITED that the shareholders are entitled to vote at the Annual Meeting of Shareholders to beheld at 8:00 a.m. (Eastern Daylight Time)/8:00 p.m. (China Standard Time) on Thursday, June 24, 2021, at Building 1, 4/F, DenaliRoom, Jinchuang Plaza, 4560 Jinke Road, Shanghai, China 201210 or online at www.virtualshareholdermeeting.com/ZLAB2021,and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, thisproxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side----- End of picture text -----