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Zai Lab Limited Share Issue/Capital Change 2025
51136_rns_2025-03-13_a840a6a7-eaf2-4724-a7f3-053b6a93413b.pdf
Share Issue/Capital Change
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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 hereby announces that (i) on March 10, 2025 (U.S. Eastern Time), the Company granted Options to subscribe for an aggregate of 252,585 ADSs to Dr. Samantha Du and Restricted Share Units covering an aggregate of 10,620 ADSs to Dr. Samantha Du under the 2024 Equity Incentive Plan; and (ii) on March 12, 2025 (U.S. Eastern Time), the Company granted Options to subscribe for an aggregate of 248,986 ADSs to 4 Grantees, Restricted Share Units covering an aggregate of 80,917 ADSs to 4 Grantees, and Performance Share Units covering an aggregate of 80,917 ADSs to 4 Grantees under the 2024 Equity Incentive Plan.
GRANT OF SHARE OPTIONS UNDER THE 2024 EQUITY INCENTIVE PLAN ON MARCH 10, 2025
The Company granted 252,585 Options (in ADSs) to Dr. Samantha Du in accordance with the terms of the 2024 Equity Incentive Plan.
Details of the grant of Options are as follows:
Date of Grant: March 10, 2025 (U.S. Eastern Time)
Number of Grantee: 1
Type of Grantee: Dr. Samantha Du, the executive Director, Chairperson, and Chief Executive Officer of the Company
Number of the Options granted (in ADSs): 252,585
Number of underlying Shares pursuant to the Options granted: 2,525,850
Exercise price of the Options granted: US$34.69 per ADS (approximately HK$27.06 per Share)
Closing price of the Shares on the Date of Grant: US$34.69 per ADS (approximately HK$27.06 per Share) as quoted on NASDAQ on March 10, 2025 (U.S. Eastern Time)
HK$27.90 per Share as quoted on the Stock Exchange on March 10, 2025 (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 has terminated prior to the expiry of the validity period.
Vesting period of the Options granted: The Options granted shall vest as follows:
- 25% shall vest on each anniversary of the Date of Grant for the next four years, in each case, subject to the Grantee’s continued employment relationship with the Company through such vesting dates.
Performance target(s) and/or clawback mechanism: There are no performance targets attached to the grant of Options 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 2024 Equity Incentive Plan.
The Compensation Committee of the Board is of the view that 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 UNDER THE 2024 EQUITY INCENTIVE PLAN ON MARCH 10, 2025
The Company granted 10,620 Restricted Share Units (in ADSs) to Dr. Samantha Du in accordance with the terms of the 2024 Equity Incentive Plan.
Details of the grant of Restricted Share Units are as follows:
Date of Grant: March 10, 2025 (U.S. Eastern Time)
Number of Grantee: 1
Type of Grantee: Dr. Samantha Du, the executive Director, Chairperson, and Chief Executive Officer of the Company
Number of the Restricted Share Units granted (in ADSs): 10,620
Number of underlying Shares pursuant to the Restricted Share Units granted: 106,200
Purchase price of the Restricted Share Units granted: Nil
Closing price of the Shares on the Date of Grant: US$34.69 per ADS (approximately HK$27.06 per Share) as quoted on NASDAQ on March 10, 2025 (U.S. Eastern Time)
HK$27.90 per Share as quoted on the Stock Exchange on March 10, 2025 (Hong Kong time)
Vesting period of the Restricted Share Units granted: The Restricted Share Units granted shall vest as follows:
- 25% shall vest on each anniversary of the Date of Grant for the next four years, in each case, subject to the Grantee’s continued employment relationship with the Company through such vesting dates.
Performance target(s) and/or clawback mechanism: There are no performance targets attached to the grant of Restricted 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 2024 Equity Incentive Plan.
The Compensation Committee of the Board is of the view that 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 SHARE OPTIONS UNDER THE 2024 EQUITY INCENTIVE PLAN ON MARCH 12, 2025
The Company granted 248,986 Options (in ADSs) to 4 Grantees in accordance with the terms of the 2024 Equity Incentive Plan.
Details of the grant of Options are as follows:
Date of Grant: March 12, 2025 (U.S. Eastern Time)
Number of Grantees: 4
Type of Grantees: Employee participants of the Group who are senior managers of the Group
Number of the Options granted (in ADSs): 248,986
Number of underlying Shares pursuant to the Options granted: 2,489,860
Exercise price of the Options granted: US$35.55 per ADS (approximately HK$27.73 per Share)
Closing price of the Shares on the Date of Grant: US$35.43 per ADS (approximately HK$27.64 per Share) as quoted on NASDAQ on March 12, 2025 (U.S. Eastern Time)
HK$27.35 per Share as quoted on the Stock Exchange on March 12, 2025 (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 has terminated prior to the expiry of the validity period.
Vesting period of the Options granted: The Options granted shall vest as follows:
- 25% shall vest on each anniversary of the Date of Grant for the next four years, in each case, subject to each Grantee’s continued employment relationship with the Company through such vesting dates.
Performance target(s) and/or clawback mechanism: There are no performance targets attached to the grants of Options above. The grants above are 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 the grants of Options to the Grantees without performance targets or a clawback mechanism are market competitive, consistent with the Company's customary practice, and aligns with the purpose of the 2024 Equity Incentive Plan.
The grants of Options are subject to the terms and conditions of the 2024 Equity Incentive Plan and form of award agreement covering the grants.
GRANT OF RESTRICTED SHARE UNITS UNDER THE 2024 EQUITY INCENTIVE PLAN ON MARCH 12, 2025
The Company granted 80,917 Restricted Share Units (in ADSs) to 4 Grantees in accordance with the terms of the 2024 Equity Incentive Plan.
Details of the grant of Restricted Share Units are as follows:
Date of Grant: March 12, 2025 (U.S. Eastern Time)
Number of Grantees: 4
Type of Grantees: Employee participants of the Group who are senior managers of the Group
Number of the Restricted Share Units granted (in ADSs): 80,917
Number of underlying Shares pursuant to the Restricted Share Units granted: 809,170
Purchase price of the Restricted Share Units granted: Nil
Closing price of the Shares on the Date of Grant: US$35.43 per ADS (approximately HK$27.64 per Share) as quoted on NASDAQ on March 12, 2025 (U.S. Eastern Time)
HK$27.35 per Share as quoted on the Stock Exchange on March 12, 2025 (Hong Kong time)
Vesting period of the Restricted Share Units granted: The Restricted Share Units granted shall vest as follows:
- 25% shall vest on each anniversary of the Date of Grant for the next four years, in each case, subject to each Grantee’s continued employment relationship with the Company through such vesting dates.
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Performance target(s) and/or clawback mechanism:
There are no performance targets attached to the grants of Restricted Share Units above. The grants above are 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 the grants of Restricted Share Units to the Grantees without performance targets or a clawback mechanism are market competitive, consistent with the Company's customary practice, and align with the purpose of the 2024 Equity Incentive Plan.
The grants of Restricted Share Units are subject to the terms and conditions of the 2024 Equity Incentive Plan and form of award agreement covering the grants.
GRANT OF PERFORMANCE SHARE UNITS UNDER THE 2024 EQUITY INCENTIVE PLAN ON MARCH 12, 2025
The Company granted 80,917 Performance Share Units (in ADSs) to 4 Grantees in accordance with the terms of the 2024 Equity Incentive Plan.
Details of the grant of Performance Share Units are as follows:
Date of Grant: March 12, 2025 (U.S. Eastern Time)
Number of Grantees: 4
Type of Grantees: Employee participants of the Group who are senior managers of the Group
Number of the Performance Share Units granted (in ADSs): 80,917
Number of underlying Shares pursuant to the Performance Share Units granted: 809,170
Purchase price of the Performance Share Units granted: Nil
Closing price of the Shares on the Date of Grant: US$35.43 per ADS (approximately HK$27.64 per Share) as quoted on NASDAQ on March 12, 2025 (U.S. Eastern Time)
HK$27.35 per Share as quoted on the Stock Exchange on March 12, 2025 (Hong Kong time)
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Vesting of the Performance Share Units granted:
The Performance Share Units shall vest on the three-year anniversary of the Date of Grant, subject to each Grantee’s continued employment relationship with the Company through the vesting date and the achievement of the performance targets set forth in the award agreement for the January 1, 2025 through December 31, 2025 performance period. In no event shall more than one hundred and fifty percent (150%) of the target Performance Share Units become vested.
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 grants above are 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 grants above are also subject to tax withholding by the Company pursuant to the terms and conditions of the 2024 Equity Incentive Plan.
The grants of Performance Share Units are subject to the terms and conditions of the 2024 Equity Incentive Plan and form of award agreement covering the grants.
REASONS FOR AND BENEFITS OF THE GRANTS
The grants of Options, Restricted Share Units, and Performance Share Units are 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
Pursuant to Rule 17.04(1) of the Listing Rules, the grants of Options and Restricted Share Units to Dr. Samantha Du (as the executive Director and Chief Executive Officer of the Company) had been approved by the independent non-executive Directors.
The grant of Restricted 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 and Restricted 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 for the purpose of Rule 17.03D of the Listing Rules.
The Grantees other than Dr. Samantha Du are all senior managers of the Group. Each of such Grantees is neither (i) a Director, a chief executive, a substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit for the purpose of Rule 17.03D of the Listing Rules; nor (iii) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the total issued Shares (excluding treasury shares).
There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Grantees to facilitate the purchase of Shares under the 2024 Equity Incentive Plan.
NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS
The maximum number of Shares that may be delivered in satisfaction of options and awards granted under the 2024 Equity Incentive Plan is 99,208,743 Shares. As of March 10, 2025, 93,449,683 Shares will be available for future grants under the scheme mandate limit of the 2024 Equity Incentive Plan after the grants above. As of March 12, 2025, 89,341,483 Shares will be available for future grants under the scheme mandate limit of the 2024 Equity Incentive Plan after the grants above.
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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 10, 2025 (U.S. Eastern Time) or March 12, 2025 (U.S. Eastern Time), as the case may be
"Director(s)" member(s) of the Board
"Grantee(s)" Dr. Samantha Du and other employee participant(s) of the Group who were granted the Options, the Restricted Share Units, and/or the Performance Share Units in accordance with the 2024 Equity Incentive Plan on the Date of Grant
"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
"Option(s)" share option(s) entitling the Grantee(s) to acquire Shares upon payment of the exercise price
"PRC" the People's Republic of China
"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
"senior manager" has the same meaning ascribed to it under the Listing Rules
"Share(s)" ordinary share(s) in the authorized share capital of the Company with a par value of US$0.000006 per share
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"subsidiary(ies)" has the same meaning ascribed to it under the Listing Rules
"substantial shareholder" has the same meaning ascribed to it under the Listing Rules
"treasury shares" has the same meaning ascribed to it under the Listing Rules
For the purpose of this announcement and for illustrative purpose only, conversions of US$ 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, 2025
As at the date of this announcement, the board of directors of the Company comprises Dr. Samantha Du as a director, and Dr. John Diekman, Dr. Richard Gaynor, Ms. Nisa Leung, Mr. William Lis, Mr. Scott W. Morrison, Mr. Leon O. Moulder, Jr., Mr. Michel Vounatsos and Mr. Peter Wirth as independent directors.
- For identification only