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Zai Lab Limited Share Issue/Capital Change 2026

Feb 5, 2026

51136_rns_2026-02-05_c6474073-23d5-4874-a2f3-8cba500d21a7.pdf

Share Issue/Capital Change

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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 January 2026 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: Zai Lab Limited
Date Submitted: 05 February 2026
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 and Public Float Sufficiency Confirmation

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 1,119,628,030 0 1,119,628,030
Increase / decrease (-)
Balance at close of the month 1,119,628,030 0 1,119,628,030

Public float sufficiency confirmation (Note 4)

Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the
month:
the applicable public float requirement (see below) has been complied with
the applicable public float requirement (see below) has not been complied with
The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable public float threshold Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong
(excluding treasury shares)
Additional information

Remarks:

As at close of the month, out of 1,119,628,030 ordinary shares, 322,785,720 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
9,662,150 Others -7,350 9,654,800 0 0 9,654,800 0
General Meeting approval date (if applicable)
2).
2017 Equity Incentive
Plan
28,627,390 Lapsed -263,530 28,363,860 0 0 24,179,990 0
General Meeting approval date (if applicable)
3).
2022 Equity Incentive
Plan
35,033,990 Lapsed -987,320 34,046,670 0 0 13,447,640 0
General Meeting approval date (if applicable) 22 June 2022
4).
2024 Equity Incentive
Plan
7,644,290 Lapsed -352,500 7,291,790 0 0 50,520 80,225,273
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)

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Total funds raised during the month from exercise of options: USD 882

Remarks:

Under the 2015 Equity Incentive Plan, in January 2026, options covering a total of 7,350 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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(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 4,295,270 shares.
0 0 4,094,600
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 0
3). As at close of the preceding month, under the 2022 Equity Incentive Plan, granted but not yet
vested RSUs covered a total of 11,055,570 shares.
22 June 2022 0 0 10,015,640
4). As at close of the preceding month, under the 2024 Equity Incentive Plan, granted but not yet
vested RSUs covered a total of 7,850,600 shares.
18 June 2024 0 0 7,695,350
5). As at close of the preceding month, under the 2024 Equity Incentive Plan, granted but not yet
vested PSUs covered a total of 1,436,590 shares.
18 June 2024 0 0 1,323,590
Increase in issued shares (excluding treasury shares): 0
Ordinary shares (DD1)
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 January 2026, (i) RSUs covering a total of 200,670 shares lapsed; and (ii) PSUs covering a total of 561,570 shares lapsed. Under the 2022 Equity Incentive Plan, in January 2026, RSUs covering a total of 478,030 shares lapsed. Under the 2024 Equity Incentive Plan, in January 2026, (i) RSUs covering a total of 155,250 shares lapsed; and (ii) PSUs covering a total of 113,000 shares lapsed.

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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 5)

  • (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 6);
  • (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: F.Ty Edmondson
Title: Secretary
(Director, Secretary or other Duly Authorised Officer)

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Notes

    1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
    1. 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.
    1. "Initial Prescribed Threshold", "Alternative Threshold" and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure.
    1. 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.
    1. "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.

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