Zai Lab Limited — Regulatory Filings 2021

Jan 4, 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.

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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)

OVERSEAS REGULATORY ANNOUNCEMENT

We are making this announcement pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

We filed a Form 8-K on January 4, 2021 (U.S. Eastern Time) with the Securities and Exchange Commission of the United States to announce the transition of Zai Lab Limited from reporting as a foreign private issuer to reporting as a U.S. domestic issuer under the Securities Act of 1933 of the United States. For details of our filing, please refer to the attached Form 8-K.

By order of the Board Zai Lab Limited Samantha Du

Director, Chairwoman and Chief Executive Officer

Hong Kong, January 4, 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

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2021

Zai Lab Limited

(Exact name of registrant as specified in its charter)

Cayman Islands 001-38205 98-1144595 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai, China 201210 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 86 21 2163 2588

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

• ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Trading Name of each exchange Title of each class Symbol(s) on which registered American depositary shares, each representing ZLAB The Nasdaq Global Market one ordinary share, par value $0.00006 per share Ordinary shares, par value $0.0001 per share 9688 The Stock Exchange of Hong Kong Limited*

*Included in connection with the registration of the American depositary shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

Domestic Issuer Status

As of June 30, 2020, the last business day of the second quarter of Zai Lab Limited (the “Company”), the Company determined that it no longer qualified as a foreign private issuer. As a result, effective January 1, 2021, the Company is required to file periodic reports and registration statements on U.S. domestic issuer forms with the Securities and Exchange Commission (the “SEC”), which are more detailed and extensive in certain respects. In addition, the Company is required to comply with U.S. proxy requirements. The Company is also no longer eligible to rely upon exemptions from corporate governance requirements that are available to foreign private issuers or to benefit from other accommodations for foreign private issuers under the rules of the SEC or the Nasdaq. The Company’s next Annual Report for the year ended December 31, 2020 will be filed as a domestic issuer, on Form 10-K.

Disclosure Channels to Disseminate Information

Investors and others should note that the Company may announce material information about its finances, product candidates, clinical trials and other matters to its investors using its investor relations website (http://www.zailaboratory.com/in1/index.aspx) in addition to SEC filings, press releases, public conference calls and webcasts. The Company uses these channels to communicate with the Company’s shareholders and the public about the Company and other issues. It is possible that the information the Company posts on these channels could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it posts on the Company’s investor relations website (referenced above) in addition to following its press releases, SEC filings, public conference calls, and webcasts.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Zai Lab Limited By: /s/ Billy Cho Name: Billy Cho Title: Chief Financial Officer

Date: January 4, 2021