Zai Lab Limited — Share Issue/Capital Change 2025

Apr 7, 2025

FF301

HKEX

香港交易所

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 March 2025

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Zai Lab Limited

Date Submitted: 07 April 2025

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares		Type of shares	Not applicable			Listed on the Exchange (Note 1)		Yes
Stock code (if listed)	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 and/or Treasury Shares

1. Class of shares	Ordinary shares		Type of shares	Not applicable		Listed on the Exchange (Note 1)		Yes
Stock code (if listed)	09688		Description	Ordinary Shares
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		1,096,283,740			0		1,096,283,740
Increase / decrease (-)
Balance at close of the month		1,096,283,740			0		1,096,283,740

Remarks:
As at close of the month, out of 1,096,283,740 ordinary shares, 863,297,280 ordinary shares were held in the form of American Depositary Shares.

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III. Details of Movements in Issued Shares and/or Treasury Shares

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

1. Class of shares		Ordinary shares		Type of shares		Not applicable			Listed on the Exchange (Note 1)			Yes
Stock code (if listed)		09688		Description
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		Number of new shares issued during the month pursuant thereto (A1)	Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)	Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month	The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1).	2015 Equity Incentive Plan	21,687,250	Others		-1,578,890		20,108,360	0	0	19,648,360	0
General Meeting approval date (if applicable)
2).	2017 Equity Incentive Plan	32,595,260	Others		-797,240		31,744,220	0	0	23,303,560	0
			Lapsed		-53,800
General Meeting approval date (if applicable)
3).	2022 Equity Incentive Plan	41,397,180	Others		-318,150		41,041,140	0	0	6,277,580	0
			Lapsed		-37,890
General Meeting approval date (if applicable) 22 June 2022
4).	2024 Equity Incentive Plan	208,080	Granted		5,062,710		5,270,790	0	0	0	89,348,483
General Meeting approval date (if applicable) 18 June 2024

Increase in issued shares (excluding treasury shares): 0 Ordinary shares (AA1)

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Decrease in treasury shares: 0 Ordinary shares (AA2)

Total funds raised during the month from exercise of options: USD 2,917,355.65

Remarks:
Under the 2015 Equity Incentive Plan, in March 2025, options covering a total of 1,578,890 shares were exercised, all of which were satisfied by existing issued shares.
Under the 2017 Equity Incentive Plan, in March 2025, options covering a total of 797,240 shares were exercised, all of which were satisfied by existing issued shares.
Under the 2022 Equity Incentive Plan, in March 2025, options covering a total of 318,150 shares were exercised, all of which were satisfied by existing issued shares.

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(B). Warrants to Issue Shares of the Issuer
Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
Not applicable
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

1. Class of shares		Ordinary shares	Type of shares	Not applicable		Listed on the Exchange (Note 1)		Yes
Stock code (if listed)		09688	Description
Description of other agreements or arrangements				General Meeting approval date (if applicable)	Number of new shares issued during the month pursuant thereto (D1)		Number of treasury shares transferred out of treasury during the month pursuant thereto (D2)	Number of shares which may be issued or transferred out of treasury 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 ("RSUs") covered a total of 9,183,990 shares.				0		0	9,141,840
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 561,570 shares.				0		0	561,570
3).	As at close of the preceding month, under the 2022 Equity Incentive Plan, granted but not yet vested RSUs covered a total of 18,246,370 shares.			22 June 2022	0		0	17,374,670
4).	As at close of the preceding month, under the 2024 Equity Incentive Plan, granted but not yet vested RSUs covered a total of 1,285,220 shares.			18 June 2024	0		0	2,292,590
5).	As at close of the month, under the 2024 Equity Incentive Plan, granted but not yet vested PSUs covered a total of 809,170 shares.			18 June 2024	0		0	809,170

Increase in issued shares (excluding treasury shares): 0 Ordinary shares (DD1)

Decrease in treasury shares: 0 Ordinary shares (DD2)

Remarks:

Under the 2017 Equity Incentive Plan, in March 2025, (i) RSUs covering a total of 26,150 shares were vested, all of which were satisfied by existing issued shares; and (ii) RSUs covering a total of 16,000 shares lapsed.

Under the 2022 Equity Incentive Plan, in March 2025, (i) RSUs covering a total of 38,150 shares were vested, all of which were satisfied by existing issued shares; and (ii) RSUs covering a total of 24,450 shares lapsed.

Under the 2024 Equity Incentive Plan, in March 2025, (i) RSUs covering a total of 1,016,370 shares were granted, (ii) RSUs covering a total of 9,000 shares lapsed, and (iii) PSUs covering a total of 809,170 shares were granted.

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(E). Other Movements in Issued Shares and/or Treasury Shares
Not applicable
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):	0	Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):	0	Ordinary shares

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts 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 carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 4)

(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares 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 5);
(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 all 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, sale or transfer;
(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)

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Notes

1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
2. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable 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, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

3. "Identical" means in this context:

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

5. 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
6. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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