Zai Lab Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

ZAI LAB LTD
4560 JINKE ROAD
BLDG. 1, FOURTH FLOOR
PUDONG, SHANGHAI
CHINA 201210

SCAN TO VIEW MATERIALS & VOTE

VOTE BY INTERNET

Before the Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions by completing an electronic voting instruction form no later than 11:59 p.m. on June 15, 2025 (U.S. Eastern Time)/11:59 a.m. on June 16, 2025 (Shanghai and Hong Kong Time). 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/ZLAB2025 or attend in person

You may attend the meeting in person or via the Internet and vote during the meeting. Read the information that is printed in the box below 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

Complete, 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. Proxy card submitted by mail must be received no later than 11:59 a.m. (U.S. Eastern Time) / 11:59 p.m. (Shanghai and Hong Kong Time) on June 17, 2025, to be voted at the Annual Meeting.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V72790-P31047

ZAI LAB LIMITED

THIS PROXY CARD IS VALID ONLY WHEN COMPLETED, SIGNED AND DATED.

The Board of Directors (the "Board of Directors") of Zai Lab Limited (the "Company") recommends a vote FOR ordinary resolutions 1 to 14.

My/Our proxy is instructed to vote on the resolutions specified below:

THAT, each director nominee identified below is hereby re-elected to serve as a director until the 2026 annual general meeting of shareholders and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal:

For	Against	Abstain	For	Against	Abstain
1. Samantha (Ying) Du	☐	☐	11. THAT, the authority of the Board of Directors to fix auditor compensation for 2025, is hereby approved.	☐	☐
2. John D. Diekman	☐	☐	12. THAT, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the proxy statement, is hereby approved.	☐	☐
3. Richard Gaynor	☐	☐	13. THAT, a general mandate to the Board of Directors to allot and issue ordinary shares and/or ADSs and/or resell treasury shares of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
4. Noa Leung	☐	☐	14. THAT, a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
5. William Lis	☐	☐	15. THAT, a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
6. Scott Morrison	☐	☐	16. THAT, a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
7. Leon O. Moulder, Jr.	☐	☐	17. THAT, a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
8. Michel Vounatsos	☐	☐	18. THAT, a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
9. Peter Wirth	☐	☐	19. THAT, a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders is hereby approved.	☐	☐
10. THAT, the appointment of KPMG LLP and KPMG as the Company's independent registered public accounting firms and auditors to audit the Company's consolidated financial statements to be filed with the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited for the year ending December 31, 2025, respectively, is hereby approved.	☐	☐	20. THAT, the appointment of KPMG LLP and KPMG as the Company's independent registered public accounting firms and auditors to audit the Company's consolidated financial statements to be filed with the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited for the year ending December 31, 2025, respectively, is hereby approved.	☐	☐

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. In the case of joint holders, signature of any one holder will be sufficient, but the names of all the joint holders should be stated. In the case of a corporation or partnership, please execute either under its seal (if applicable) or under the hand of its officer(s) or attorney(s) duly authorized in writing for that purpose.

Signature [PLEASE SIGN WITHIN BOX]	Date
Signature [PLEASE SIGN WITHIN BOX]	Date
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V72791-P31047

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice, Proxy Statement, Annual Report, and Form 10-K are available at www.proxyvote.com.

ZAI LAB LIMITED

Annual Meeting of Shareholders

This proxy is solicited by the Board of Directors

I/We __ (print name(s)) of __ (print address(es)), being (a) holder(s) of _____

ADSs / ordinary shares of the Company, hereby appoint __ (print name) of __ (print address), or failing him/her, the Chairperson of the Annual Meeting (as defined below), and F. Ty Edmondson, and each of them, as my/our proxy, to attend and vote for me/us and on my/our behalf, at the annual general meeting of the shareholders of the Company (the "Annual Meeting") to be held on Wednesday, June 18, 2025 at 8:00 p.m. (Shanghai and Hong Kong Time) / Wednesday, June 18, 2025 at 8:00 a.m. (U.S. Eastern Time), at 4560 Jinke Road, Bldg. 1, Fourth Floor, Pudong, Shanghai, China 201210 or online at www.virtualshareholdermeeting.com/ZLAB2025 and at any adjournment thereof. If no number is inserted, this proxy will be deemed to be related to all the shares of the Company registered in your name(s).

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, your proxy will be voted in accordance with the Board of Directors' recommendations.

1. This proxy is solicited by the Board of Directors. A proxy need not be a shareholder of the Company. A member may appoint a proxy of his/her own choice. The Chairperson of the meeting or F. Ty Edmondson will act as your proxy, if no other name is inserted. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "ABSTAIN".

3. If you mark the box "abstain," it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution. Abstentions will be counted for the purpose of determining the presence or absence of a quorum.

4. This form of proxy is for use by shareholders only. If the appointor is a corporate entity, this form of proxy must either be under its seal or under the hand of an officer or attorney duly authorized for that purpose.

5. The completion and return of this form will not prevent you from attending the Annual Meeting and voting in person or virtually should you so wish, although attendance at the Annual Meeting will not in and of itself revoke this proxy.

6. In the case of joint holders, signature of any one holder will be sufficient, but the names of all the joint holders should be stated. The vote of the senior holder (according to the order in which the names stand in the register of members in respect of the holding) who tenders a vote in person, virtually or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s).

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Annual Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer, and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Zai Lab Limited, 314 Main Street, Fourth Floor, Suite 100, Cambridge, MA 02142, Attention: Chief Legal Officer & Corporate Secretary.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE

Continued and to be signed on reverse side