Zai Lab Limited — Remuneration Information 2023

Jun 30, 2023

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)

GRANT OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS

The Board hereby announces that on June 29, 2023 (U.S. Eastern Time), the Company granted Restricted Shares covering an aggregate of 132,321 ADSs to 7 RSA Grantees and Restricted Share Units covering an aggregate of 71,880 ADSs to the RSU Grantee under the 2022 Equity Incentive Plan. The grants of the Restricted Shares and Restricted Share Units were made in the form of existing issued Shares.

GRANT OF RESTRICTED SHARES UNDER THE 2022 EQUITY INCENTIVE PLAN

Details of the grant of Restricted Shares are as follows:

Date of Grant: June 29, 2023 (U.S. Eastern Time)

Number of RSA Grantees: 7 Category and names of Independent directors of the Company, details of which are as RSA Grantees: follows:

Name ofRSA Grantees	Number ofRestricted Sharesgranted(in ADSs)	Number ofunderlyingSharespursuant to theRestricted Sharesgranted
Mr. Peter Wirth	18,903	189,030
Mr. William Lis	18,903	189,030
Dr. John Diekman	18,903	189,030
Mr. Leon O. Moulder, Jr.	18,903	189,030
Richard Gaynor, M.D.	18,903	189,030
Mr. Scott W. Morrison	18,903	189,030
Dr. Kai-Xian Chen	18,903	189,030

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Aggregate number of the Restricted Shares granted (in ADSs):

132,321 (such number of ADSs granted to each RSA Grantee is equal to US$500,000 divided by the NASDAQ closing price of the Company’s ADSs on the Date of Grant, rounded down to the nearest whole number)

Aggregate number of 1,323,210 underlying Shares pursuant to the Restricted Shares granted:

Purchase price for the grants: Nil

Closing price of the ADSs on US$26.45 per ADS (approximately HK$20.63 per Share) the Date of Grant:

Vesting period of the Restricted Shares granted:

The Restricted Shares granted shall vest as follows:

• 100% shall vest on the first anniversary of the Date of Grant, subject to each RSA Grantee’s continued service as a member of the Board on such vesting date.

Performance target(s) and/or clawback mechanism:

• There are no performance targets attached to the grant of Restricted Shares above. The grants above are not subject to any clawback mechanism for the Company to recover but the grant of Restricted Shares to Dr. Kai-Xian Chen above would be subject to tax withholding by the Company pursuant to the terms and conditions of the 2022 Equity Incentive Plan.

The Compensation Committee of the Board is of the view that the grant of Restricted Shares to the RSA Grantees without performance targets or a clawback mechanism is market competitive, consistent with the Company’s customary practice, and aligns with the purpose of the 2022 Equity Incentive Plan.

The grant of Restricted Shares is subject to the terms and conditions of the 2022 Equity Incentive Plan and form of award agreement covering the grants.

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GRANT OF RESTRICTED SHARE UNITS UNDER THE 2022 EQUITY INCENTIVE PLAN

Details of the grant of Restricted Share Units are as follows:

Date of Grant: June 29, 2023 (U.S. Eastern Time)

Number of RSU Grantee: 1

Category and name of Dr. Samantha Du, the executive Director, Chairperson, and Chief RSU Grantee: Executive Officer of the Company

Number of 71,880 the Restricted Share Units granted (in ADSs):

Number of 718,800 underlying Shares pursuant to the Restricted Share Units granted:

Purchase price for the grant: Nil

Closing price of the ADSs on US$26.45 per ADS (approximately HK$20.63 per Share) the Date of Grant:

Vesting period of The Restricted Share Units granted shall vest as follows: the Restricted Share Units granted: • 25% shall vest on each anniversary of the Date of Grant for

• 25% shall vest on each anniversary of the Date of Grant for four years from the Date of Grant, in each case, subject to the RSU Grantee’s continued employment relationship with the Company on such vesting dates.

• Performance target(s) and/or There are no performance targets attached to the grant of Restricted clawback mechanism: Share Units above. The grant above is not subject to any clawback mechanism for the Company to recover but would be subject to tax withholding by the Company pursuant to the terms and conditions of the 2022 Equity Incentive Plan.

The Compensation Committee of the Board is of the view that the grant of Restricted Share Units to the RSU Grantee without performance targets or a clawback mechanism is market competitive, consistent with the Company’s customary practice, and aligns with the purpose of the 2022 Equity Incentive Plan.

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The grant of Restricted Share Units is subject to the terms and conditions of the 2022 Equity Incentive Plan and form of award agreement covering the grants.

REASONS FOR AND BENEFITS OF THE GRANT

The grant of Restricted Shares and Restricted Share Units is to recognize and reward the Grantees for their contribution to the Group, and to provide additional incentives to them to maintain and further promote the success of the Group’s business.

LISTING RULES IMPLICATIONS

All Grantees are Directors and are therefore connected persons of the Company under the Listing Rules. Accordingly, the grant of Restricted Shares or Restricted Share Units (as the case may be) to each of the Grantees constituted a connected transaction of the Company under Chapter 14A of the Listing Rules. The grants were made in the form of existing issued Shares.

The grant of Restricted Share Units to the RSU Grantee is fully exempt from shareholders’ approval, annual review, and all disclosure requirements under Chapter 14A of the Listing Rules pursuant to Rules 14A.73(6) and Rule 14A.95 of the Listing Rules.

As all applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of the grant of Restricted Shares to the RSA Grantees are, in each case, less than 0.1%, the grants of Restricted Shares are also fully exempt from shareholders’ approval, annual review, and all disclosure requirements under Chapter 14A of the Listing Rules.

Pursuant to Rule 17.04(1) of the Listing Rules, the grants of Restricted Shares and Restricted Share Units to the Directors and chief executive of the Company had been approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Restricted Shares).

The grants of the Restricted Shares and Restricted Share Units will not result in the total number of share options and awards granted and to be granted to a Grantee in the 12-month period up to and including the Date of Grant in aggregate to exceed 1% individual limit for the purpose of Rule 17.03D of the Listing Rules; nor would the grants result in the shares issued and to be issued in respect of all options and awards granted to such Grantee in the 12-month period up to and including the date of such grant representing in aggregate to exceed 0.1% limit for the purpose of Rule 17.04(2) and Rule 17.04(3) of the Listing Rules.

NUMBER OF SHARES AVAILABLE FOR FUTURE GRANT

Based on the latest information available to the Company as of June 26, 2023 (being the latest practicable date for ascertaining the relevant information), approximately 59,117,693 underlying Shares will be available for future grants under the 2022 Equity Incentive Plan after the grant above.

The 2022 Equity Incentive Plan was adopted before the effective date of the amended Chapter 17 of the Listing Rules. The Company will comply with the amended Chapter 17 in accordance with the transitional arrangements for the 2022 Equity Incentive Plan.

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DEFINITIONS

“2022 Equity Incentive Plan”	the Zai Lab Limited 2022 Equity Incentive Plan approved at the
	Company’s 2022 annual general meeting of shareholders on June
	22, 2022 and effective on June 27, 2022, the principal terms of
	which were set out in the Company’s definitive proxy statement/
	circular dated May 3, 2022
“ADS(s)”	American depositary share(s) (each representing 10 Shares)
“Board”	the board of directors of the Company
“Company”	Zai Lab Limited, a company incorporated in the Cayman Islands
	with limited liability and listed on main board of the Stock
	Exchange (Stock Code: 9688) and NASDAQ (Trading Symbol:
	ZLAB)
“connected person”	has the same meaning ascribed to it under the Listing Rules
“Date of Grant”	June 29, 2023 (U.S. Eastern Time)
“Director(s)”	member(s) of the Board
“Grantee(s)”	the RSA Grantees and the RSU Grantee
“Group”	the Company and its subsidiaries from time to time
“HK$”	the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“NASDAQ”	Nasdaq Global Market
“PRC”	the People’s Republic of China
“Restricted Share(s)”	Share(s) subject to restrictions requiring that it be redelivered
	or offered for sale to the Company if specified service-based
	conditions are not satisfied
“Restricted Share Unit(s)”	restricted share unit(s) entitling the Grantee(s) to acquire Shares
	subject to the satisfaction of specified vesting conditions
“RSA Grantee(s)”	a participant who was granted the Restricted Shares in accordance
	with the 2022 Equity Incentive Plan on the Date of Grant

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“RSU Grantee”

Dr. Samantha Du, who was granted the Restricted Share Units in accordance with the 2022 Equity Incentive Plan on the Date of Grant

“Share(s)”

ordinary shares in the authorized share capital of the Company with a par value of US$0.000006 per share

For the purpose of this announcement and for illustrative purpose only, conversions of US$ to HK$ are based on the exchange rate of US$1.00 = HK$7.8. No representation is made that any amounts in HK$ or US$ can be or could have been converted at the relevant dates at the above rate or at any other rates or at all.

Except as otherwise specified, all references in this announcement to times and dates are references to Hong Kong times and dates.

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

Hong Kong, June 30, 2023

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

• For identification only

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