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Zai Lab Limited Remuneration Information 2026
51136_rns_2026-03-13_dbdddb60-1bb9-46ee-8a72-03604c6189c3.pdf
Remuneration Information
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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.
Zai Lab Limited
再鼎醫藥有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9688)
GRANT OF SHARE OPTIONS, RESTRICTED SHARE UNITS AND PERFORMANCE SHARE UNITS
This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules. The Board announces that, on the Date of Grant, the Company granted certain Options, Restricted Share Units and Performance Share Units under the 2024 Equity Incentive Plan.
GRANT OF SHARE OPTIONS
Number of Grantee: 1
Type of Grantee: Dr. Samantha Du, a Director, the Chairperson, and the Chief Executive Officer of the Company
Number of the Options granted (in ADSs): 353,430
Number of underlying Shares pursuant to the Options granted: 3,534,300
Exercise price of the Options granted: US$19.34 per ADS (approximately HK$15.08 per Share)
Closing price of the Shares on the Date of Grant: US$19.07 per ADS (approximately HK$14.87 per Share) as quoted on NASDAQ on March 11, 2026 (U.S. Eastern Time)
HK$15.07 per Share as quoted on the Stock Exchange on March 11, 2026 (Hong Kong time)
Validity period of the Options granted: The validity period of the Options shall be ten years from the Date of Grant, and the Options shall lapse at the expiry of the validity period or earlier if the employment relationship is
terminated prior to the expiry of the validity period.
Vesting period of the Options granted:
25% of the Options granted shall vest on each anniversary of the Date of Grant for the next four years, subject to the Grantee’s continued employment relationship with the Group up to each vesting date.
Performance target(s) and/or clawback mechanism:
There are no performance targets attached to the vesting of the Options. The grant 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 2024 Equity Incentive Plan.
The Compensation Committee of the Board is of the view that, given the Options will be vested in multiple tranches subject to the Grantee’s continued employment with the Group and were granted for the reasons set out in the section headed “REASONS FOR AND BENEFITS OF THE GRANTS” below, the grant of Options to the 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 2024 Equity Incentive Plan.
The grant of Options is subject to the terms and conditions of the 2024 Equity Incentive Plan and form of award agreement covering the grant.
GRANT OF RESTRICTED SHARE UNITS
Number of Grantee: 1
Type of Grantee: Dr. Samantha Du, a Director, the Chairperson, and the Chief Executive Officer of the Company
Number of the Restricted Share Units granted (in ADSs): 32,419
Number of underlying Shares pursuant to the Restricted Share Units granted: 324,190
Purchase price of the Restricted Share Units granted: Nil
Closing price of the Shares on the Date of Grant: US$19.07 per ADS (approximately HK$14.87 per Share) as quoted on NASDAQ on March 11, 2026 (U.S. Eastern Time)
HK$15.07 per Share as quoted on the Stock Exchange on March 11, 2026 (Hong Kong time)
Vesting period of the Restricted Share Units granted:
25% of the Restricted Share Units granted shall vest on each anniversary of the Date of Grant for the next four years, subject to the Grantee’s continued employment relationship with the Group up to each vesting date.
Performance target(s) and/or clawback mechanism:
There are no performance targets attached to the vesting of the Restricted Share Units. The grant 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 2024 Equity Incentive Plan.
The Compensation Committee of the Board is of the view that, given the Restricted Share Units will be vested in multiple tranches subject to the Grantee’s continued employment with the Group and were granted for the reasons set out in the section headed “REASONS FOR AND BENEFITS OF THE GRANTS” below, the grant of Restricted Share Units to the Grantee without performance targets or a clawback mechanism is market competitive, consistent with the Company’s customary practice, and align with the purpose of the 2024 Equity Incentive Plan.
The grant of Restricted Share Units is subject to the terms and conditions of the 2024 Equity Incentive Plan and form of award agreement covering the grant.
GRANT OF PERFORMANCE SHARE UNITS
Number of Grantee: 1
Type of Grantee: Dr. Samantha Du, a Director, the Chairperson, and the Chief Executive Officer of the Company
Number of the Performance Share Units granted (in ADSs): 175,375
Number of underlying Shares pursuant to the Performance Share Units granted: 1,753,750
Purchase price of the Performance Share Units granted: Nil
Closing price of the Shares on US$19.07 per ADS (approximately HK$14.87 per Share) as
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the Date of Grant:
quoted on NASDAQ on March 11, 2026 (U.S. Eastern Time)
HK$15.07 per Share as quoted on the Stock Exchange on March 11, 2026 (Hong Kong time)
Vesting of the Performance Share Units granted:
The Performance Share Units shall vest on the third anniversary of the Date of Grant, subject to the Grantee’s continued employment relationship with the Group up to the vesting date and the achievement of the performance targets set forth in the award agreement for the January 1, 2026 through December 31, 2028 performance period.
Upon vesting, the Performance Share Units will (i) be settled in cash; (ii) not involve any issue of new Shares; and (iii) not be satisfied by existing Shares.
Performance target(s) and/or clawback mechanism:
The vesting of the award is subject to performance targets relating to clinical pipeline and strategic metrics, revenue metrics, and profit metrics.
The grant is subject to clawback mechanisms in accordance with the Company’s clawback policy. The administrator may cancel, rescind, withhold or otherwise limit or restrict the Performance Share Units at any time if the Grantee is not in compliance with all applicable provisions of the award agreement and the 2024 Equity Incentive Plan. The grant is also subject to tax withholding by the Company pursuant to the terms and conditions of the 2024 Equity Incentive Plan.
The grant of Performance Share Units is subject to the terms and conditions of the 2024 Equity Incentive Plan and form of award agreement covering the grant.
REASONS FOR AND BENEFITS OF THE GRANTS
The grants of Options, Restricted Share Units and Performance Share Units are to recognize and reward the Grantee for her contribution to the Group, and to provide additional incentives to her to maintain and further promote the success of the Group’s business.
OTHER INFORMATION
Pursuant to Rule 17.04(1) of the Listing Rules, the grants of Options, Restricted Share Units and Performance Share Units to Dr. Samantha Du have been approved by the independent Directors.
The grants of Restricted Share Units and Performance Share Units to Dr. Samantha Du would not result in the total number of Shares issued and to be issued in respect of all awards granted (excluding any awards lapsed in accordance with the terms of the relevant plan) to Dr. Samantha Du in the 12-month period up to and including the Date of Grant representing in aggregate over 0.1% of the total issued Shares (excluding treasury shares) for the purpose of Rule 17.04(2) of
the Listing Rules.
The grants of Options, Restricted Share Units and Performance Share Units to Dr. Samantha Du would not result in the total number of Shares issued and to be issued in respect of all options and awards granted (excluding any options and awards lapsed in accordance with the terms of the relevant plan) to Dr. Samantha Du in the 12-month period up to and including the Date of Grant exceeding the 1% individual limit under Rule 17.03D(1) of the Listing Rules.
The grants to Dr. Samantha Du form part of her remuneration package under her service contract with the Group, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.73(6) and Rule 14A.95 of the Listing Rules.
There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Grantee to facilitate the purchase of Shares under the 2024 Equity Incentive Plan.
NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS
Following the grants above, 69,828,513 Shares remain available for future grants under the scheme mandate limit of the 2024 Equity Incentive Plan.
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DEFINITIONS
"2024 Equity Incentive Plan" the Zai Lab Limited 2024 Equity Incentive Plan approved at the Company's 2024 annual general meeting of shareholders and effective on June 18, 2024, the principal terms of which were set out in the Company's definitive proxy statement/ circular dated April 30, 2024
"ADS(s)" American depositary share(s) (each representing 10 Shares)
"associate" has the same meaning ascribed to it under the Listing Rules
"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 the Main Board of the Stock Exchange (Stock Code: 9688) and NASDAQ (Trading Symbol: ZLAB)
"Date of Grant" March 11, 2026 (U.S. Eastern Time)
"Director(s)" member(s) of the Board
"Employee Participant" an eligible participant under the 2024 Equity Incentive Plan who is a director, officer or employee of the Group on the Date of Grant
"Grantee(s)" eligible participant(s) under the 2024 Equity Incentive Plan who were granted the Options and/or the Restricted Share Units and/or the Performance Share Units under the 2024 Equity Incentive Plan on the Date of Grant
"Group" the Company and its subsidiaries
"HK$" the lawful currency of Hong Kong
"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China
"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"NASDAQ" Nasdaq Global Market
"Option(s)" share option(s) entitling the Grantee(s) to acquire Shares at the exercise price
"Performance Share Unit(s)" share unit(s) subject to the satisfaction of specified performance-based vesting conditions
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"Restricted Share Unit(s)" share unit(s) subject to the satisfaction of specified service-based vesting conditions
"Share(s)" ordinary share(s) in the authorized share capital of the Company with a par value of US$0.000006 per share
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"subsidiary(ies)" has the same meaning ascribed to it under the Listing Rules
"treasury shares" has the same meaning ascribed to it under the Listing Rules
For the purpose of this announcement and for illustrative purpose only, conversions of US$ 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, March 13, 2026
As at the date of this announcement, the board of directors of the Company comprises Dr. Samantha Du and Mr. Leon O. Moulder Jr. as directors, and Dr. John Diekman, Dr. Richard Gaynor, Ms. Nisa Leung, Mr. William Lis, Mr. Scott W. Morrison, Mr. Michel Vounatsos and Mr. Peter Wirth as independent directors.
- For identification only