Zai Lab Limited — Share Issue/Capital Change 2023

Sep 6, 2023

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended:

31 August 2023

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Zai Lab Limited Date Submitted: 06 September 2023

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	09688		Description	Ordinary Shares
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		5,000,000,000			USD	0.000006		USD	30,000
Increase / decrease (-)								USD
Balance at close of the month		5,000,000,000			USD	0.000006		USD	30,000

Total authorised/registered share capital at the end of the month: USD

30,000

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II. Movements in Issued Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	09688		Description	Ordinary Shares
Balance at close of preceding month		983,887,430
Increase / decrease (-)		4,500,000
Balance at close of the month		988,387,430

Remarks:

As at close of the month, 988,387,430 of which 754,401,320 ordinary shares were held in the form of American Depositary Shares.

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				09688
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	2015 Equity Incentive Plan	30,813,810					30,813,810		0	29,571,660		0
General Meeting approval date (if applicable)
2).	2017 Equity Incentive Plan	49,193,950	Exercised		-10,000		49,049,220		0	27,844,640		0
			Lapsed		-134,730
General Meeting approval date (if applicable)
3).	2022 Equity Incentive Plan	27,246,720	Granted		241,710		27,438,430		0	284,310		70,470,313
			Lapsed		-50,000
General Meeting approval date (if applicable)		22 June 2022
		Total A (Ordinary shares): Total funds raised during the month from exercise of options: USD							0 17,600

Remarks:

Under the 2017 Equity Incentive Plan, in August 2023, options covering a total of 10,000 shares were exercised, all of which were satisfied by existing issued shares. As at close of August 2023, after taking into account the number of new shares which may be issued to satisfy the outstanding awards, 59,073,443 shares will be available for future grants of share options and awards under the 2022 Equity Incentive Plan.

(B). Warrants to Issue Shares of the Issuer which are to be Listed

Not applicable

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(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			09688
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	As at close of the preceding month, under the 2017 Equity Incentive Plan, granted but not yet vested Restricted Share Unit Awards (the "RSUs") covered a total of 19,389,960 shares.					59,690		19,145,640
2).	As at close of the preceding month, under the 2017 Equity Incentive Plan, granted but not yet vested Performance-based Restricted Share Unit Awards ("PSUs") covered a total of 1,684,650 shares.					0		1,684,650
3).	As at close of the preceding month, under the 2022 Equity Incentive Plan, granted but not yet vested RSUs covered a total of 10,022,550 shares.				22 June 2022	183,210		9,890,340
Total D (Ordinary shares): 242,900

Remarks:

Under the 2017 Equity Incentive Plan, in August 2023, (i) RSUs covering a total of 133,900 shares were vested, 59,690 of which were satisfied by newly issued shares and 74,210 of which were satisfied by existing issued shares; and (ii) RSUs covering a total of 110,420 shares lapsed.

Under the 2022 Equity Incentive Plan, in August 2023, (i) RSUs covering a total of 75,500 shares were granted; (ii) RSUs covering a total of 183,210 shares were vested, all of which were satisfied by newly issued shares; and (iii) RSUs covering a total of 24,500 shares lapsed.

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(E). Other Movements in Issued Share

1. Class of shares issuable (Note 5 and 6)	1. Class of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						09688
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Share award scheme							09 August 2023				4,257,100
Remarks:			Total E (Ordinary shares):									4,257,100
The 4,257,100 new ordinary shares were issued pending the vesting of and, if applicable, exercise of (1) options granted under the 2015, 2017 and 2022 Equity Incentive Plans and/or (2) non- option awards granted under the 2017 and 2022 Equity Incentive Plans in accordance with the terms of the relevant Plans.

Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) 4,500,000

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Samantha (Ying) Du

Title:

Director

(Director, Secretary or other Duly Authorised Officer)

Notes

2. SEHK refers to Stock Exchange of Hong Kong.

3. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “class of shares issuable” should be construed as “class of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “class of shares issuable” should be construed as “class of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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