Zai Lab Ltd — Major Shareholding Notification 2018

Feb 13, 2018

SC 13G 1 tv485436_sc13g.htm SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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SCHEDULE 13G

(Amendment No. )* Under the Securities Exchange Act of 1934

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Zai Lab Limited

(Name of Issuer)

Ordinary shares, par value US $ 0.00006 per share (Title of Class of Securities)

98887Q104 (CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

ý Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 98887Q104 Schedule 13G Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS Advantech Capital Partners Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,167,397 (1)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,167,397 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,167,397
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2% (2)
12	TYPE OF REPORTING PERSON PN

(1) Represents (i) 6,734,064 ordinary shares, par value $0.00006 per share (the “shares”) of Zai Lab Limited (the “Issuer”) held by Maxway Investment Limited and (ii) 433,333 shares held by Harbor Front Investment Limited (“Harbor Front”).

(2) Based upon the 50,555,903 shares outstanding as of September 21, 2017, as described in the Issuer’s Form 424(b)(4), filed with the Securities and Exchange Commission (the “SEC”) on September 21, 2017.

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CUSIP No. 98887Q104 Schedule 13G Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS Advantech Capital L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,167,397 (1)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,167,397 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,167,397
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2% (2)
12	TYPE OF REPORTING PERSON PN

(1) Represents (i) 6,734,064 shares held by Maxway Investment Limited and (ii) 433,333 shares held by Harbor Front.

(2) Based upon the 50,555,903 shares outstanding as of September 21, 2017, as described in the Issuer’s Form 424(b)(4), filed with the SEC on September 21, 2017.

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CUSIP No. 98887Q104 Schedule 13G Page 4 of 8 Pages

1	NAMES OF REPORTING PERSONS Advantech Master Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,167,397 (1)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,167,397 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,167,397
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2% (2)
12	TYPE OF REPORTING PERSON PN

(1) Represents (i) 6,734,064 shares held by Maxway Investment Limited and (ii) 433,333 shares held by Harbor Front, a wholly-owned subsidiary of Advantech Master Investment Limited.

(2) Based upon the 50,555,903 shares outstanding as of September 21, 2017, as described in the Issuer’s Form 424(b)(4), filed with the SEC on September 21, 2017.

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CUSIP No. 98887Q104 Schedule 13G Page 5 of 8 Pages

1	NAMES OF REPORTING PERSONS Maxway Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 6,734,064
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER 6,734,064
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,734,064
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.3% (1)
12	TYPE OF REPORTING PERSON PN

(1) Based upon the 50,555,903 shares outstanding as of September 21, 2017, as described in the Issuer’s Form 424(b)(4), filed with the SEC on September 21, 2017.

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CUSIP No. 98887Q104 Schedule 13G Page 6 of 8 Pages

Item 1(a) Name of Issuer :

Zai Lab Limited

Item 1(b) Address of Issuer’s Principal Executive Offices :

4560 Jinke Road

Bldg. 1, 4F, Pudong, Shanghai

China 201210

Item 2(a) Name of Person Filing :

Advantech Capital Partners Ltd., Advantech Capital L.P., Advantech Master Investment Limited, and Maxway Investment Limited (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 . Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 2(b) Address of Principal Business Office or, If None, Residence :

The address of the principal business office of each of the Reporting Persons is:

DMS House, 20 Genesis Close

George Town, Grand Cayman KY1-1103

Cayman Islands

Item 2(c) Citizenship :

See Row 4 of cover page.

Item 2(d) Title of Class of Securities :

Ordinary shares, par value US $0.00006 per share.

Item 2(e) CUSIP Number :

98887Q104

Item 3. Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c) :

Not applicable.

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CUSIP No. 98887Q104 Schedule 13G Page 7 of 8 Pages

Item 4. Ownership

(a) Amount Beneficially Owned by each Reporting Person: See Row 9 of cover page.

(b) Percent of Class Beneficially Owned by each Reporting Person: See Row 11 of cover page.

(c) Number of shares as to which each Reporting Person has:

i. Sole power to vote or to direct the vote: See Row 5 of cover page.

ii. Shared power to vote or to direct the vote: See Row 6 of cover page.

iii. Sole power to dispose of or to direct the disposition of: See Row 7 of cover page.

iv. Shared power to dispose or to direct the disposition of: See Row 8 of cover page.

Item 5. Owners hip of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

Not applicable.

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CUSIP No. 98887Q104 Schedule 13G Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2018

Advantech Capital Partners Ltd.

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

Advantech Capital L.P.

By its general partner, Advantech Capital Partners Ltd.

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

Advantech Master Investment Limited

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

Maxway Investment Limited

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

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Exhibit 1

JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 13 th day of February 2018.

Advantech Capital Partners Ltd.

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

Advantech Capital L.P.

By its general partner, Advantech Capital Partners Ltd.

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

Advantech Master Investment Limited

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

Maxway Investment Limited

By: /s/ Wong Kok Wai

Wong Kok Wai

Director

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