ZLAB / Zai Lab Limited - Depositary Receipt (Common Stock) - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Amended and Restated Employment Agreement between Samantha (Yi

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on and effective as of May 1, 2025 (the “Effective Date”), by and between Zai Lab (US) LLC, a Delaware limited liability company (the “Company”), and Samantha (Ying) Du (“Founder,” collectively the “Parties”). RECITALS WHEREAS, the Company, Zai Lab Limited, a limi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 ZAI LAB LIMITED (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission Fi

Zai Lab Announces Second Quarter 2025 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Second Quarter 2025 Financial Results and Recent Corporate Updates –Total revenues grew 9% y-o-y to $110.0 million for the second quarter of 2025; reaffirming full-year 2025 revenue guidance of $560 million to $590 million –VYVGART reached record patient utilization in the second quarter; updated national guidelines elevate VYVGART’s role as a treatment for both acut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 ZAI LAB LIMITED (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 ZAI LAB LIMITED (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission File

Zai Lab Announces First Quarter 2025 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces First Quarter 2025 Financial Results and Recent Corporate Updates –Total revenues grew 22% y-o-y to $106.5 million for the first quarter of 2025; reaffirming full-year 2025 revenue guidance of $560 million to $590 million –Operating loss improved significantly, declining 20% year-over-year to $56.3 million for the first quarter of 2025, and 25% to $37.1 million on an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

orm of Performance-Based Restricted Share Unit Award Agreement

Exhibit 10.1 Name: [] Number of Performance-Based Restricted Share Units subject to Award (at Target): [] Date of Grant: [] Zai Lab Limited 2024 Equity Incentive Plan Performance-Based Restricted Share Unit Award Agreement This agreement (this “Agreement”) evidences an award (the “Award”) of Performance-Based Restricted Share Units (“PSUs”) granted by Zai Lab Limited (the “Company”) to the individ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

Sidley Austin (DC) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

SIDLEY SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX +1 202 736 8715 [email protected] April 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Chris Edwards Tyler Howes Kevin Vaughn Jenn Do Re: Zai Lab Limited Form 10-K for Fiscal

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Zai Lab Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Zai Lab,” the “Company”, or “we”), has two classes of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: (1) our ordinary shares, par value o

License Agreement by and between Zai Lab (US) LLC and MediLink Therapeutics (Suzhou) Co., Ltd.

Exhibit 10.22 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Confidential Execution Version LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is entered into on April 24, 2023 (the “Effective Date”) between: ZAI LAB (US) LLC, a company

Insider Trading P

Exhibit 19.1 Zai Lab Limited (A company incorporated in the Cayman Islands with limited liability) (the “Company”) INSIDER TRADING POLICY (Adopted by the Board of Directors on December 2, 2024) 1.PURPOSE To promote compliance by the Company and its employees, directors, consultants, contractors, temporary staff, and any others specially designated by the Chief Legal Officer (Covered Persons) as we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2024 Or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from [ ] to [ ] Commission file number: 001-38205 ZAI L

Zai Lab Announces Fourth Quarter and Full Year 2024 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Fourth Quarter and Full Year 2024 Financial Results and Recent Corporate Updates –Total revenues grew 66% y-o-y to $109.1 million for the fourth quarter of 2024 and 50% y-o-y to $399.0 million for the full-year 2024; Full-year 2025 revenue guidance of $560 million to $590 million –VYVGART® and VYVGART Hytrulo® sales reached $30.0 million for the fourth quarter of 202

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizat

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Name Chinese Name (where applicable) Jurisdiction of Incorporation or Organization Zai Lab (Hong Kong) Limited 再创医药(香港)有限公司 Hong Kong Zai Lab (Shanghai) Co., Ltd. 再鼎医药（上海）有限公司 Shanghai Zai Lab International Trading (Shanghai) Co., Ltd. 再鼎国际贸易（上海）有限公司 Shanghai Zai Lab (Suzhou) Co., Ltd. 再鼎医药（苏州）有限公司 Suzhou Zai Lab Trading (Suzhou) Co., Ltd. 再鼎医药贸易（苏州）有限公司 Suz

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of ZAI LAB LTD. - SB is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) unde

, by and between Zai Lab (Shanghai) Co., Ltd. and Bank of Communications Co., Ltd.

Exhibit 10.2 Working Capital Loan Contract PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. No.: Z2448LN15615473 Working Capital Loan Contract Bank of Communications Co., Ltd. 1 Working Capital Loan Contract No.: Z2448LN15615473 Working Capital Loan Contrac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 ZAI LAB LIMITED (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission F

, by and between Zai Lab Limited and Bank of Communications Co., Ltd.

Exhibit 10.1 PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. No.: C241128GR3108294 Guarantee Contract Bank of Communications Co., Ltd. 1 No.: C241128GR3108294 Guarantee Contract Important The Guarantor is required to read the full text of this contract car

Calculation of Filing Fee Tables Form S-3ASR (Form Type) Zai Lab Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Zai Lab Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry  Forward  Form  Type  Carry  Forward  File  Number  Carry  Forward  Initial  effective  date  Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Ordinary Shares, par value $0.

Zai Lab Limited 7,843,137 American depositary shares, representing 78,431,370 ordinary shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-278843 Prospectus supplement (To prospectus dated April 19, 2024) Zai Lab Limited 7,843,137 American depositary shares, representing 78,431,370 ordinary shares We are offering an aggregate of 7,843,137 American Depositary Shares (“ADSs”). Each ADS represents ten ordinary shares, par value $0.000006 per share, of Zai Lab Limited. Our ADSs are li

Underwriting Agreement, dated November 14, 2024, by and among the Company and the Underwriters

Exhibit 1.1 ZAI LAB LIMITED 78,431,370 ORDINARY SHARES, PAR VALUE $0.000006 PER SHARE in the form of 7,843,137 American Depositary Shares Underwriting Agreement November 14, 2024 Goldman Sachs (Asia) L.L.C. Jefferies LLC Leerink Partners LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Centr

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission

Zai Lab Announces Pricing of Public Offering of American Depositary Shares

Exhibit 99.1 Zai Lab Announces Pricing of Public Offering of American Depositary Shares SHANGHAI & CAMBRIDGE, Mass., November 14, 2024 (GLOBE NEWSWIRE) – Zai Lab Limited (“Zai Lab” or the “Company”) (NASDAQ: ZLAB; HKEX: 9688), an innovative, commercial-stage biopharmaceutical company, today announced the pricing of its underwritten public offering of 7,843,137 American depositary shares (“ADSs”),

Updated Risk Factors

Exhibit 99.1 Updated Risk Factors Risks Related to Our Business and Industry We, our employees, and our contracted third parties are subject to laws and government regulations relating to privacy and data protection that have required us to modify certain of our policies and procedures with respect to the collection and processing of personal data, and future laws and regulations may cause us to i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2024.

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-278843 The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell these securities, nor does it solicit offers to buy these securities in any jurisdiction where the offer or sale is not permitte

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

Zai Lab Announces Third Quarter 2024 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Third Quarter 2024 Financial Results and Recent Corporate Updates –Strong growth in net product revenue of 47% y-o-y to reach $101.8 million for the third quarter of 2024 –Positive China bridging study of KarXT in schizophrenia; expected regulatory submission in early 2025 –Global Phase 1 data of ZL-1310 (DLL3 ADC) suggests best-in-class potential in extensive-stage

HK:9688 / Zai Lab Limited / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ZAI LAB LTD. - SB (Name of Issuer) Common Stock (Title of Class of Securities) G9887T116 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of ZAI LAB LTD. - SB is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) unde

Addendum to Collaboration and License Agreement between argenx BV and Zai Auto Immune (Hong Kong) Limited dated June 30, 2024 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on August 6, 2024)

Exhibit 10.5 PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ADDENDUM TO COLLABORATION AND LICENSE AGREEMENT This Addendum to Collaboration and License Agreement (this “Addendum”) is entered into as of April 1, 2024 (the “Addendum Effective Date”) by and b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 ZAI LAB LIMITED (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission Fi

Zai Lab Announces Second Quarter 2024 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Second Quarter 2024 Financial Results and Recent Corporate Updates –Net product revenue of $100.1 million for the second quarter of 2024, representing 45% y-o-y growth; 47% y-o-y growth at constant exchange rate (CER) –VYVGART® (efgartigimod alfa injection) sales of $23.2 million for the second quarter of 2024; raising full-year VYVGART revenue guidance to exceed $80

Form of Non-Statutory Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on

Exhibit 10.4 Name: [] Number of [ADSs/Ordinary Shares] subject to the Stock Option: [] Exercise Price Per [ADS/Ordinary Share]: [] Date of Grant: [] Vesting Commencement Date [] ZAI LAB LIMITED 2024 EQUITY INCENTIVE PLAN NONSTATUTORY SHARE OPTION AWARD AGREEMENT This agreement (this “Agreement”) evidences a Share Option granted by Zai Lab Limited (the “Company”) to the individual named above (the

Form Restricted Share Unit Award Agreement

Exhibit 10.2 Name: [] Number of Restricted Share Units subject to Award: [] Date of Grant: [] ZAI LAB LIMITED 2024 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Share Units granted by Zai Lab Limited (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

Form Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on

Exhibit 10.3 ZAI LAB LIMITED 2024 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT This award evidences the grant of Restricted Shares represented by [ADSs / Ordinary Shares] (the “Award”) by Zai Lab Limited (the “Company”), on [] to [] (the “Grantee”) pursuant to and subject to the terms of the Zai Lab Limited 2024 Equity Incentive Plan (as amended from time to time, the “Plan”). 1.Grant of

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No. 001-38205) filed on July 9, 2024)

Exhibit 10.1 PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Maximum-Amount Irrevocable Letter of Guarantee No.: Z902240301 To: China Merchants Bank Co., Ltd., Shanghai Branch WHEREAS: the Bank and Zai Lab (Shanghai) Co., Ltd. (hereinafter referred to as “

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K (File No. 001-38205) filed on

Exhibit 10.2 PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Credit Agreement (Applicable where no separate loan contracts are required for working capital loans) No.: Z902240301 Creditor: China Merchants Bank Co., Ltd., Shanghai Branch (hereinafter referr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 ZAI LAB LIMITED (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on June 18, 2024

As filed with the Securities and Exchange Commission on June 18, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Zai Lab Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Fees to be Paid Equity(3) Ordinary Shares, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 ZAI LAB LIMITED (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission Fil

Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No. 001-38205) filed on June

Exhibit 10.1 ZAI LAB LIMITED 2024 EQUITY INCENTIVE PLAN 1.PURPOSE The Plan provides for the grant of Awards consisting of, or based on, Shares. The purposes of the Plan are to attract, retain, and reward key Employees and Directors of the Company and its Affiliates, to incentivize them to generate shareholder value, to enable them to participate in the growth of the Company, and to align their int

Zai Lab Announces Dr. Harald Reinhart to Retire as Head of Global Development for Neuroscience, Autoimmune and Infectious Diseases; Dr. Rafael Amado to be Appointed President, Head of Global R&D

Exhibit 99.1 Zai Lab Announces Dr. Harald Reinhart to Retire as Head of Global Development for Neuroscience, Autoimmune and Infectious Diseases; Dr. Rafael Amado to be Appointed President, Head of Global R&D SHANGHAI and CAMBRIDGE, Mass., June 11, 2024 – Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688) announced today that following a distinguished career, Harald Reinhart, M.D., President, Head of Globa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 ZAI LAB LIMITED (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

HK:9688 / Zai Lab Limited / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ZAI LAB LTD. - SB (Name of Issuer) Common Stock (Title of Class of Securities) G9887T116 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission File

mpensation Policy

Exhibit 10.1 ZAI LAB LIMITED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY As of November 8, 2023, subject to the terms and conditions of the 2022 Equity Incentive Plan (the “Plan”) of Zai Lab Limited (the “Company”), each individual who both provides services to the Company as a member of the Board of Directors (the “Board”) and is not employed by the Company or an affiliate (a “Non-Employee Director

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

Zai Lab Announces First Quarter 2024 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces First Quarter 2024 Financial Results and Recent Corporate Updates –Net product revenue of $87.1 million for the first quarter of 2024, representing 39% y-o-y growth; 43% y-o-y growth at constant exchange rate (CER) –VYVGART® (efgartigimod alfa injection) sales of $13.2 million for the first quarter of 2024, driven by increased patient access; an estimated 2,700 new p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

As filed with the Securities and Exchange Commission on April 19, 2024

As filed with the Securities and Exchange Commission on April 19, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Zai Lab Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Ordinary Shares, par value $0.

024, by and between Zai Lab Limited and Bank of China (Hong Kong) L

Exhibit 10.33 Ref: CCMC/CCE(CP)/219/23/100204/00/F/8851239 Combined Facility Letter 202308 1 23/F, Bank of China Centre, Olympian City, 11 Hoi Fai Road, West Kowloon. Website: www.bochk.com Important Notice: This Facility Letter sets out the terms and conditions upon which the bank would provide banking facilities to you. You are advised to read and understand the terms and conditions before accep

(incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K (File No. 001-38205) filed on February 27, 2024)

Exhibit 97.1 ZAI LAB LIMITED DODD-FRANK POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION I.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Zai Lab Limited (the “Company”) has adopted this Dodd-Frank Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstance

Zai Lab Announces Full-Year 2023 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Full-Year 2023 Financial Results and Recent Corporate Updates –Total product revenue of $266.7 million for Full-Year 2023, representing 25% y-o-y growth; 31% y-o-y growth at constant exchange rate (CER) –VYVGART® (efgartigimod alfa injection) was launched in September 2023 in China and we estimate that nearly 1,000 patients were treated through the fourth quarter bef

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Zai Lab Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Zai Lab,” the “Company”, or “we”), has two classes of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: (1) our ordinary shares, par value o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizat

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Name Chinese Name (where applicable) Jurisdiction of Incorporation or Organization Zai Lab (Hong Kong) Limited 再创医药(香港)有限公司 Hong Kong Zai Lab (Shanghai) Co., Ltd. 再鼎医药（上海）有限公司 Shanghai Zai Lab International Trading (Shanghai) Co., Ltd. 再鼎国际贸易（上海）有限公司 Shanghai Zai Lab (Suzhou) Co., Ltd. 再鼎医药（苏州）有限公司 Suzhou Zai Lab Trading (Suzhou) Co., Ltd. 再鼎医药贸易（苏州）有限公司 Suz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2023 Or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from [ ] to [ ] Commission file number: 001-38205 ZAI L

* * *

SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX AMERICA • ASIA PACIFIC • EUROPE +1 202 736 8387 [email protected] February 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski Andrew Mew Re: Zai Lab, Ltd. Amendment No. 1 t

HK:9688 / Zai Lab Limited / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zai Lab Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G9887T116 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission

HK:9688 / Zai Lab Limited / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZAI LAB LTD. - SB (Name of Issuer) Common Stock (Title of Class of Securities) G9887T116 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

, 2024, by and between Zai Lab Limited and Shanghai Pudong Development Bank Co., Ltd. Zhangjiang Hi-Tech Park Sub-branch.

PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

, 2024, by and between Zai Lab (Suzhou) Co., Ltd. and Bank of Ningbo Co., Ltd. Suzhou Branch.

Exhibit 10.4 Maximum Credit Contract (Version 2015011) No.: NBCB7501MS21712 Party A (Creditor): Bank of Ningbo Co. Suzhou Branch Party B (Debtor): Zai Lab (Suzhou) Co., Ltd. Party C (Guarantor): Zai Lab (Suzhou) Co., Ltd. In order to clarify the rights and obligations of all parties, in accordance with the provisions of the Contract Law, the Guarantee Law, etc., all parties have reached a consensu

, 2024, by and between Zai Lab Limited and Bank of China (Hong Kong) Limited.

Exhibit 10.1

, 2024, by and between Zai Lab (Shanghai) Co., Ltd. and Bank of China Pudong Development Zone Sub-branch.

D-04: Working capital loan contract - applicable to single transaction, as well as single working capital loan business of Class A and Class B Exhibit 10.

, 2024, by and between Zai Lab (Suzhou) Co., Ltd. and Bank of Ningbo Co., Ltd. Suzhou Branch.

PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

, dated as of February 6, 2024, by and between Zai Lab (Suzhou) Co., Ltd. and Bank of Ningbo Co., Ltd. Suzhou Branch (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K (File No. 001-38205) filed on February 8, 2024)

PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

HK:9688 / Zai Lab Limited / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Zai Lab Ltd (Name of Issuer) Common Stock and ADR (Title of Class of Securities) G9887T116 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

SIDLEY AUSTIN LLP

SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX AMERICA • ASIA PACIFIC • EUROPE +1 202 736 8387 [email protected] January 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski Andrew Mew Re: Zai Lab Ltd Amendment No. 1 to F

SIDLEY AUSTIN LLP

SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX AMERICA • ASIA PACIFIC • EUROPE +1 202 736 8387 [email protected] January 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski Andrew Mew Re: Zai Lab Ltd Form 10-K for Fiscal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2022 Or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-38205 ZAI LAB LIMITED (Exact Name of

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Exhibit 99.1 Supplemental Submission Pursuant to Item 9C(a) of Form 10-K DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS In March 2022, because our prior auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, which filed an audit report with our last annual report, was located in mainland China, a jurisdiction where the U.S. Public Company Accounting Oversight Boar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1

SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX AMERICA • ASIA PACIFIC • EUROPE +1 202 736 8387 [email protected] December 4, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski Andrew Mew Re: Zai Lab Ltd Form 10-K for Fiscal

jing Chen and Zai Lab (US) LLC dated July 6, 2023

Exhibit 10.1 July 6, 2023 DELIVERY BY EMAIL Yajing CHEN Subject: Letter Agreement – Appointment as Chief Financial Officer Dear Yajing, Zai Lab (US) LLC (the “Company”) is pleased to offer you a promotion to Chief Financial Officer of the Company, with effect from July 7, 2023 (the “Commencement Date”). This letter provides information regarding your compensation, eligibility for benefits and othe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission

etter Agreement between William Ki Chul Cho and Zai Lab

Exhibit 10.2 Certain confidential information contained in this document, indicated by the mark “[***]”, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Room 2301, 23/F. Island Place Tower 510 King’s Road North Point, Hong Kong July 6, 2023 PRIVATE & CONFIDENTIAL DELIVERY BY EMAIL William Ki Chul Cho [***] Dear Billy:

Zai Lab Announces Third Quarter 2023 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Third Quarter 2023 Financial Results and Recent Corporate Updates –Total product revenue of $69.2 million for the third quarter of 2023, representing 22% y-o-y growth; 27% y-o-y growth at constant exchange rate (CER) –VYVGART® (efgartigimod alfa injection) achieved $4.9 million sales since its commercial launch in September in China –Strong balance sheet with a cash

SIDLEY AUSTIN LLP

SIDLEY AUSTIN LLP 1501 K STREET, N.W. WASHINGTON, D.C. 20005 +1 202 736 8000 +1 202 736 8711 FAX AMERICA • ASIA PACIFIC • EUROPE +1 202 736 8387 [email protected] September 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski Andrew Mew Re: Zai Lab Ltd Form 10-K for Fisc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 ZAI LAB LIMITED (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

Zai Lab Announces Second Quarter 2023 Financial Results and Corporate Updates

Exhibit 99.1 Zai Lab Announces Second Quarter 2023 Financial Results and Corporate Updates –Total product revenue of $68.9 million for the second quarter of 2023, representing 45% y-o-y growth; 53% y-o-y growth at constant exchange rate –VYVGART® (efgartigimod alfa injection) approved in China as first-and-only neonatal Fc receptor (FcRn) blocker for generalized myasthenia gravis (gMG); preparatio

DEPOSIT AGREEMENT by and among ZAI LAB LIMITED CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 20, 2017 TABLE OF CONTENTS

Exhibit (a)(ii) DEPOSIT AGREEMENT by and among ZAI LAB LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 20, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1 Section 1.4

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS Zai Lab Limited (Exact name of issuer of deposited securitie

As filed with the Securities and Exchange Commission on July 14, 2023 Registration No.

[FORM OF ADR]

Exhibit (a)(i) [FORM OF ADR] Number CUSIP NUMBER: American Depositary Shares (each American Depositary Share representing the right to receive ten (10) fully paid ordinary shares) AMERICAN DEPOSITARY RECEIPT for AMERICAN DEPOSITARY SHARES representing DEPOSITED ORDINARY SHARES of ZAI LAB LIMITED (Incorporated under the laws of the Cayman Islands) CITIBANK, N.

Zai Lab Limited

Exhibit (b) Zai Lab Limited As of September 22, 2020 Citibank, N.A. - ADR Department 388 Greenwich Street New York, New York 10013 Listing of Zai Lab Shares in Hong Kong Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of September 20, 2017, as further amended and supplemented from time to time (as so amended and supplemented, the “Deposit Agreement”), by and among Zai La

Rule 466 Certification

Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: (i) That it had previously filed a registration statement on Form F-6 (Registration No. 333-220256) with respect to Zai Lab Limited, which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Stat

Exhibit (d)

Exhibit (d) July 14, 2023 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the Unite

Zai Lab Announces Promotion of Yajing Chen to Chief Financial Officer

Exhibit 99.1 Zai Lab Announces Promotion of Yajing Chen to Chief Financial Officer SHANGHAI, China, and CAMBRIDGE, Mass., July 6, 2023 - Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688) today announced the promotion of Yajing Chen to Chief Financial Officer (CFO), effective July 7, 2023. Dr. Chen, currently Zai Lab’s Deputy CFO based in Cambridge, MA, has been supporting the Company’s finance function s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ZAI LAB LIMITED (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Zai Lab and argenx Announce Approval of VYVGART® (efgartigimod alfa injection) for Generalized Myasthenia Gravis in China First-and-only approved FcRn antagonist for gMG patients by NMPA 68% of anti-AChR antibody positive gMG patients treated with VY

Exhibit 99.1 Zai Lab and argenx Announce Approval of VYVGART® (efgartigimod alfa injection) for Generalized Myasthenia Gravis in China First-and-only approved FcRn antagonist for gMG patients by NMPA 68% of anti-AChR antibody positive gMG patients treated with VYVGART were responders (n=44/65) on the Myasthenia Gravis Activities of Daily Living (MG-ADL) scale compared with 30% of patients treated

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 ZAI LAB LIMITED (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 ZAI LAB LIMITED (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Zai Lab and Novocure Announce LUNAR Phase 3 Clinical Trial Demonstrates Statistically Significant and Clinically Meaningful Extension in Overall Survival for Patients with Metastatic Non-Small Cell Lung Cancer After Platinum-Based Therapies

Exhibit 99.1 Zai Lab and Novocure Announce LUNAR Phase 3 Clinical Trial Demonstrates Statistically Significant and Clinically Meaningful Extension in Overall Survival for Patients with Metastatic Non-Small Cell Lung Cancer After Platinum-Based Therapies Tumor Treating Fields therapy together with standard of care provided a statistically significant and clinically meaningful 3-month improvement in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or Other Jurisdiction of Incorporation or Organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization) (

Zai Lab Announces First Quarter 2023 Financial Results and Corporate Updates

Exhibit 99.1 Zai Lab Announces First Quarter 2023 Financial Results and Corporate Updates –Total product revenue of $62.8 million for the first quarter of 2023, representing a 36% increase y-o-y; ZEJULA® achieved 44% y-o-y growth –Expansion of Zai Lab’s lung cancer franchise and global oncology pipeline with a next generation antibody-drug conjugate (ADC) program –Strong balance sheet with a cash

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 ZAI LAB LIMITED (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 ZAI LAB LIMITED (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Employment Agreement between Joshua Smiley and Zai Lab (US) LLC dated August 1, 2022

Exhibit 10.40 Execution Version EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 1, 2022, by and between Zai Lab (US) LLC (the “Company”), and Joshua Smiley (the “Employee”). RECITALS The Company and its Affiliates are engaged in the business of researching, developing, manufacturing, and commercializing drug products in the ph

Employment Agreement between Joshua Smiley and Zai Lab (US) LLC dated August 1, 2022 (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K (File No. 001-38205) filed on March 1, 2023)

Exhibit 10.39 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (hereinafter “Agreement”) is made and voluntarily entered into between Alan Bart Sandler (“Employee”) and Zai Lab (US), LLC its affiliated companies, subsidiaries, agents, attorneys, successors, assigns, and representatives (hereinafter collectively, the “Company”). The Company and Employee are refer

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the registrant had the following series of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Title of each class: Name of each exchange on which registered: American Depositary Shares, each representing 10 Ordina

Zai Lab Announces Full-Year 2022 Financial Results and Recent Corporate Updates

Exhibit 99.1 Zai Lab Announces Full-Year 2022 Financial Results and Recent Corporate Updates –Total revenue of $215.0 million for 2022, representing a 49.0% increase y-o-y; ZEJULA® achieved 55.2% y-o-y growth –Strong balance sheet with a cash position of $1.0 billion as of December 31, 2022 –Company to host conference call and webcast on March 2, 2023, at 8:00 a.m. EST SHANGHAI and CAMBRIDGE, Mass

incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K (File No. 001-38205) filed on March 1, 2023

Exhibit 10.42 ZAI LAB LIMITED 314 Main Street 4th Floor, Suite 100 Cambridge, Massachusetts 02142 January 8, 2023 Mr. Michel Vounatsos [***] Re: Zai Lab Limited Board of Directors Dear Mr. Vounatsos: Zai Lab Limited (the “Company”) is pleased to offer you an opportunity to join the board of directors of the Company (the “Board”). Your appointment will take effect immediately upon approval by the B

(incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K (File No. 001-38205) filed on March 1, 2023)

Exhibit 10.7 ZAI LAB LIMITED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY As of January 7, 2023, subject to the terms and conditions of the 2022 Equity Incentive Plan (the “Plan”) of Zai Lab Limited (the “Company”), each individual who both provides services to the Company as a member of the Board of Directors (the “Board”) and is not employed by the Company or an affiliate (a “Non-Employee Director”

incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K (File No. 001-38205) filed on March 1, 2023

Exhibit 21.1 Subsidiaries of Registrant Name Chinese Name (where applicable) Jurisdiction of Incorporation of Organization Zai Lab (Hong Kong) Limited 再创医药(香港)有限公司 Hong Kong Zai Lab (Shanghai) Co., Ltd. 再鼎医药（上海）有限公司 Shanghai Zai Lab International Trading (Shanghai) Co., Ltd. 再鼎国际贸易（上海）有限公司 Shanghai Zai Lab (Suzhou) Co., Ltd. 再鼎医药（苏州）有限公司 Suzhou Zai Lab Trading (Suzhou) Co., Ltd. 再鼎医药贸易（苏州）有限公司 Suz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2022 Or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Sp

Employment Agreement between Rafael Amado and Zai Lab (US) LLC dated December 30, 2022

exhibit1041-zailabxramad Exhibit 10.41 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Zai Lab (US) LLC (the “Company”), and Rafael G. Amado (the “Employee”) as of the date set forth below, to be effective as set forth herein. RECITALS The Company and its Affiliates are engaged in the business of researching, developing, manufacturing, and comme

ZLAB / Zai Lab Limited / Qiming Venture Partners Iv, L.p. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4)* Under the Securities Exchange Act of 1934 Zai Lab Limited (Name of Issuer) Ordinary shares, par value US$0.000006 per share (Title of Class of Securities) 98887Q104** (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

KYG9887T1168 / ZAI LAB LTD COMMON STOCK / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Zai Lab Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G9887T116 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

ZLAB / Zai Lab Limited / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Zai Lab Ltd (Name of Issuer) American Depository Receipt (Title of Class of Securities) 98887Q104 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

KYG9887T1168 / ZAI LAB LTD COMMON STOCK / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.5 ZAI LAB LTD COMMON STOCK Cusip #G9887T116 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #G9887T116 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 91,915,815 Item 6: 0 Item 7: 91,917,195 Item 8: 0 Item 9: 91,91

ZLAB / Zai Lab Limited / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ZAI LAB LTD. - SB (Name of Issuer) Common Stock (Title of Class of Securities) G9887T108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Zai Lab Appoints Michel Vounatsos To Its Board of Directors

Exhibit 99.1 Zai Lab Appoints Michel Vounatsos To Its Board of Directors SHANGHAI and CAMBRIDGE, Mass., January 9, 2023 - Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688) today announced that Michel Vounatsos has been appointed to its Board of Directors, effective January 7, 2023. Mr. Vounatsos brings to the Board extensive global leadership and management experience in the biopharmaceutical industry, i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2023 ZAI LAB LIMITED (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizatio

1

Exhibit 99.1 Zai Lab and Novocure Announce Pivotal LUNAR Study in Non-Small Cell Lung Cancer Met Primary Overall Survival Endpoint The LUNAR study met its primary endpoint, demonstrating a statistically significant and clinically meaningful improvement in overall survival The full LUNAR data will be presented at a future medical congress SHANGHAI, CAMBRIDGE, Mass., and ROOT, Switzerland ? Zai Lab

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizatio

Zai Lab Announces Third Quarter 2022 Financial Results and Corporate Updates

Exhibit 99.1 Zai Lab Announces Third Quarter 2022 Financial Results and Corporate Updates –Revenue of $57.5 million for the third quarter of 2022, representing a 33% increase y-o-y and a 19% increase q-o-q; continued revenue growth led by ZEJULA –Regional strategic collaboration for TIVDAK® (tisotumab vedotin) strengthens Zai Lab’s leadership in developing and providing access to medicine to treat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 ZAI LAB LIMITED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or other jurisdiction of incorporation or organization) (I.

Form of Non-Statutory Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on November 9, 2022)

Exhibit 10.4 Name: [] Number of ADSs subject to the Stock Option: [] Exercise Price Per ADS: [] Date of Grant: [] Vesting Commencement Date [] ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AWARD AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Zai Lab Limited (the “Company”) to the individual named above (the “Optionee”), pursuant to and subje

Form Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on November 9, 2022)

Exhibit 10.2 Name: [] Number of Restricted Share Units subject to Award: [] Date of Grant: [] ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Share Units granted by Zai Lab Limited (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of th

, 2022 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on November 9, 2022)

Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. COLLABORATION AND LICENSE AGREEMENT by and between SEAGEN INC. and ZAI LAB (HONG KONG) LIMITED dated as of September 20, 2022 T

Form Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on November 9, 2022)

Exhibit 10.3 ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT This award evidences the grant of Restricted Shares represented by [ADSs / Ordinary Shares] (the “Award”) by Zai Lab Limited (the “Company”), on [] to [] (the “Grantee”) pursuant to and subject to the terms of the Zai Lab Limited 2022 Equity Incentive Plan (as from time to time in effect, the “Plan”). Except a

Zai Lab Limited Form of Restricted Share Award Agreement under the 2022 Equity Incentive Plan

EX-10.3 Exhibit 10.3 ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT This award evidences the grant of Restricted Shares represented by [ADSs / Ordinary Shares] (the “Award”) by Zai Lab Limited (the “Company”), on [] to [] (the “Grantee”) pursuant to and subject to the terms of the Zai Lab Limited 2022 Equity Incentive Plan (as from time to time in effect, the “Plan”).

Filing Fee Table

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Zai Lab Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value $0.

Zai Lab Limited Form of Stock Option Agreement under the 2022 Equity Incentive Plan

EX-10.2 Exhibit 10.2 Name: [] Number of ADSs subject to the Stock Option: [] Exercise Price Per ADS: [] Date of Grant: [] Vesting Commencement Date [] ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AWARD AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Zai Lab Limited (the “Company”) to the individual named above (the “Optionee”), pursuant to a

Registrant’s Specimen Certificate for Ordinary Shares

EX-4.1 Exhibit 4.1 ZAI LAB LIMITED Number Ordinary Shares [ ] - [ ] - Incorporated under the laws of the Cayman Islands Share capital is US$30,000 divided into 5,000,000,000 Shares of US$0.000006 par value each THIS IS TO CERTIFY THAT [ ] is the registered holder of [ ] Ordinary Shares in the above-named Company subject to the Sixth Amended and Restated Memorandum and Articles of Association there

As filed with the Securities and Exchange Commission on October 28, 2022

Form S-8 As filed with the Securities and Exchange Commission on October 28, 2022 Registration No.

Zai Lab Limited Form of Restricted Unit Award Agreement under the 2022 Equity Incentive Plan

EX-10.4 Exhibit 10.4 Name: [] Number of Restricted Share Units subject to Award: [] Date of Grant: [] ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Share Units granted by Zai Lab Limited (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the ter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 ZAI LAB LIMITED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organiza

Seagen and Zai Lab Announce Regional Strategic Collaboration and License Agreement for TIVDAK® (tisotumab vedotin-tftv) -- Zai Lab Obtains Exclusive Rights to Develop and Commercialize TIVDAK, an FDA-approved First-in-Class Antibody-Drug Conjugate (A

Exhibit 99.1 Seagen and Zai Lab Announce Regional Strategic Collaboration and License Agreement for TIVDAK? (tisotumab vedotin-tftv) - Zai Lab Obtains Exclusive Rights to Develop and Commercialize TIVDAK, an FDA-approved First-in-Class Antibody-Drug Conjugate (ADC), in Mainland China, Hong Kong, Macau, and Taiwan - - Zai Lab will Leverage its Leadership in Women?s Cancer in China to Commercialize

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or other jurisdiction of incorporation or organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

Zai Lab Announces Second Quarter 2022 Financial Results and Corporate Updates

Exhibit 99.1 Zai Lab Announces Second Quarter 2022 Financial Results and Corporate Updates ?Key pipeline milestones achieved including the BLA acceptance of efgartigimod by China?s NMPA and positive topline results for the KarXT Phase 3 EMERGENT-2 trial ?Continued revenue growth led by ZEJULA; strong balance sheet with a cash position of $1.26 billion ?Company to host a conference call and webcast

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

Sixth Amended and Restated Memorandum and Articles of Association of Zai Lab Limited (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-38205) filed on June 22, 2022)

Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZAI LAB LIMITED (Adopted by a Special Resolution passed on June 22, 2022) 1. The name of the Company is Zai Lab Limited. 2. The registered office of the Company shall be at the offices of International Corporation Services Ltd., Harbour Place 2nd Floor, 10

Zai Lab Limited 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No. 001-38205) filed on June 22, 2022)

Exhibit 10.1 ZAI LAB LIMITED 2022 EQUITY INCENTIVE PLAN 1. DEFINED TERMS The following terms, when used in the Plan (as defined below), have the meanings and are subject to the provisions set forth below: (a) ?Accounting Rules?: Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision. (b) ?Administrator?: The Compensation Committee, except with

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Letter from Deloitte Touche Tohmatsu Certified Public Accountants LLP to the SEC, dated June 1, 2022

Exhibit 16.1 June 1, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 United States Dear Sirs/Madams: We have read Item 4.01 of Zai Lab Limited?s Form 8-K/A dated June 1, 2022, and have the following comments: 1. We agree with the statements made in the section ?Dismissal of Independent Registered Public Accounting Firm and Auditor?. 2. We have no basis on whi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai, China 31

Zai Lab Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 9688) VOLUNTARY CONVERSION TO DUAL-PRIMARY LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

Exhibit 99.1 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 (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2022, the registrant had the following series of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Title of each class: Name of each exchange on which registered: American Depositary Shares, each representing 10 Ordinary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or other jurisdiction of incorporation or organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Zai Lab Announces First Quarter 2022 Financial Results and Corporate Updates — Company to Host Conference Call and Webcast on May 11, 2022, at 8:00 a.m. ET

Exhibit 99.1 Zai Lab Announces First Quarter 2022 Financial Results and Corporate Updates ? Company to Host Conference Call and Webcast on May 11, 2022, at 8:00 a.m. ET SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., May 10, 2022 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced financial results for the

As filed with the Securities and Exchange Commission on May 9, 2022

As filed with the Securities and Exchange Commission on May 9, 2022 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Zai Lab Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit (4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, $0.

Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 (File No. 333-264800) filed on May 9, 2022)

Exhibit 4.1 ZAI LAB LIMITED Number Ordinary Shares [ ] - [ ] - Incorporated under the laws of the Cayman Islands Share capital is US$30,000 divided into 5,000,000,000 Shares of US$0.000006 par value each THIS IS TO CERTIFY THAT [ ] is the registered holder of [ ] Ordinary Shares in the above-named Company subject to the Fifth Amended and Restated Memorandum and Articles of Association thereof. EXE

* * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM May 3, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner Kevin Vaughn Jason Drory Jeffrey Gabor Re: Zai Lab, Ltd. Form 10-K for Fiscal Year Ended December 31, 2021 Filed March 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Letter from Deloitte Touche Tohmatsu Certified Public Accountants LLP to the SEC

Exhibit 16.1 April 29, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 United States Dear Sirs/Madams: We have read Item 4.01 of Zai Lab Limited?s Form 8-K dated April 18, 2022, and have the following comments: 1. We agree with the statements made in the section ?Dismissal of Independent Registered Public Accounting Firm and Auditor?. 2. We have no basis on w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

Zai Lab Announces Engagement of KPMG LLP, a U.S. Auditor, as the Company’s Independent Registered Public Accounting Firm

Exhibit 99.1 Zai Lab Announces Engagement of KPMG LLP, a U.S. Auditor, as the Company?s Independent Registered Public Accounting Firm ? Zai Lab?s engagement of an audit firm located in the United States is expected to facilitate the Company?s continued listing on Nasdaq because KPMG is subject to inspection by the PCAOB. SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., April 21, 2022 (GLOBE NEWSWIRE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

[FORM OF ADR]

Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Zai Lab Announces the Appointment of Josh Smiley as Chief Operating Officer

Exhibit 99.1 Zai Lab Announces the Appointment of Josh Smiley as Chief Operating Officer SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass. March 15, 2022 (EDT)?Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced the appointment of Josh Smiley as its Chief Operating Officer (COO). Mr. Smiley brings over 26 years

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Name Chinese Name (where applicable) Jurisdiction of Incorporation of Organization Zai Lab (Hong Kong) Limited ????(??)???? Hong Kong Zai Lab (Shanghai) Co., Ltd. ???????????? Shanghai Zai Lab International Trading (Shanghai) Co., Ltd. ?????????????? Shanghai Zai Lab (Suzhou) Co., Ltd. ???????????? Suzhou Zai Lab Trading (Suzhou) Co., Ltd. ?????????????? Suz

Non-Employee Director Compensation Policy

Exhibit 10.6 ZAI LAB LIMITED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY As of November 19, 2021, each individual who provides services to Zai Lab Limited (the ?Company?) as a director, other than a director who is employed by the Company or an affiliate, (a ?Non-Employee Director?) shall be entitled to receive the following amounts of compensation: Type of Compensation Amount and Form of Payment An

Zai Lab Announces Financial Results and Corporate Updates for Twelve Months Ended December 31, 2021 — Company to Host Conference Call and Webcast on March 2, 2022, at 8:00 a.m. EST

Exhibit 99.1 Zai Lab Announces Financial Results and Corporate Updates for Twelve Months Ended December 31, 2021 ? Company to Host Conference Call and Webcast on March 2, 2022, at 8:00 a.m. EST SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., March 1, 2022 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced

License and Collaboration Agreement by and between Zai Lab (Shanghai) Co., Ltd. and Blueprint Medicines Corporation, dated November 8, 2021 (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K (File No. 001-38205) filed on March 1, 2022)

Exhibit 10.23 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Confidential Execution Version LICENSE AND COLLABORATION AGREEMENT by and between Blueprint Medicines Corporation and Zai Lab (Shanghai) Co., Ltd Dated as of November 8, 2021 TABLE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

License Agreement by and between Zai Lab (Shanghai) Co., Ltd. and Karuna Therapeutics, Inc., dated November 8, 2021 (incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K (File No. 001-38205) filed on March 1, 2022)

Exhibit 10.24 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. LICENSE AGREEMENT This License Agreement (this ?Agreement?) is made as of November 8, 2021(the ?Effective Date?), by and betwe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2021 Or ☐ Transition Report Pu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-38205 ZAI LAB LIMITED (Exact Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

ZLAB / Zai Lab Limited / Du Ying - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 5) Zai Lab Limited (Name of Issuer) Ordinary Shares, par value $0.00006 per share (Title of Class of Securities) 98887Q104 (1) (CUSIP Number) Dece

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

ZLAB / Zai Lab Limited / Qiming Venture Partners Iv, L.p. - FORM SC 13G/A Passive Investment

SC 13G/A 1 dp166993sc13ga-qvpiv.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3)* Under the Securities Exchange Act of 1934 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, 2021 (Date of Event which Requires Filing of this

ZLAB / Zai Lab Limited / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zai Lab Ltd (Name of Issuer) Common Stock & American Depository Receipt (Title of Class of Securities) SEDOL BMGWNM6 & CUSIP 98887Q104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

HK:9688 / Zai Lab Limited / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Zai Lab Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G9887T108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

HK:9688 / Zai Lab Limited / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZAI LAB LTD. - SB (Name of Issuer) Common Stock (Title of Class of Securities) G9887T108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

* * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM January 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner Kevin Vaughn Re: Zai Lab, Ltd. Form 10-K for Fiscal Year Ended December 31, 2020 Response dated November 9, 2021 Fi

Zai Lab Announces NDA Acceptance of Margetuximab for Patients with Pretreated Metastatic HER2-Positive Breast Cancer in China by the NMPA

Exhibit 99.1 Zai Lab Announces NDA Acceptance of Margetuximab for Patients with Pretreated Metastatic HER2-Positive Breast Cancer in China by the NMPA SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., January 6, 2022 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced that the China National Medical Products

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizatio

Zai Lab announces promotion of Harald Reinhart M.D. to President and Head of Global Development, Neuroscience, Autoimmune and Infectious Diseases

Exhibit 99.1 Zai Lab announces promotion of Harald Reinhart M.D. to President and Head of Global Development, Neuroscience, Autoimmune and Infectious Diseases SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., Dec. 22, 2021 (GLOBE NEWSWIRE) ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced the promotion of H

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizat

* * *

December 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner Kevin Vaughn Re: Zai Lab, Ltd. Form 10-K for Fiscal Year Ended December 31, 2020 Response dated November 9, 2021 File No. 001-38205 Ladies and Gentlemen: On behalf of Zai Lab, Ltd. (the ?Company?), we are her

China NMPA Approves NUZYRA® as a Category 1 Innovative Drug for the Treatment of Patients with Community-Acquired Bacterial Pneumonia (CABP) and Acute Bacterial Skin and Skin Structure Infections NUZYRA demonstrated efficacy against common pathogens

Exhibit 99.1 China NMPA Approves NUZYRA? as a Category 1 Innovative Drug for the Treatment of Patients with Community-Acquired Bacterial Pneumonia (CABP) and Acute Bacterial Skin and Skin Structure Infections (ABSSSI) NUZYRA demonstrated efficacy against common pathogens in three Phase 3 studies, including pathogens resistant to other antibiotic classes as a potential best-in-class tetracycline NU

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

Zai Lab Announces Inclusion of ZEJULA® (Niraparib) in China’s National Reimbursement Drug List for First-Line Ovarian Cancer

Exhibit 99.1 Zai Lab Announces Inclusion of ZEJULA? (Niraparib) in China?s National Reimbursement Drug List for First-Line Ovarian Cancer SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., December 3, 2021 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced that the National Reimbursement Drug List (NRDL) rele

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizat

Zai Lab Appoints Richard Gaynor, MD, to its Board of Directors

Exhibit 99.1 Zai Lab Appoints Richard Gaynor, MD, to its Board of Directors SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., November 22, 2021 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, announced today that it has appointed Richard Gaynor, M.D., to its Board of Directors. Dr. Gaynor will also serve as Chair of the

ZLAB / Zai Lab Limited / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Zai Lab Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G9887T108 (CUSIP Number) October 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

Zai Lab and Blueprint Medicines Announce Strategic Collaboration and License Agreement for BLU-945 and BLU-701 in Greater China -- Zai Lab obtains exclusive rights to develop and commercialize BLU-945 and BLU-701 in Greater China -- -- Collaboration

Exhibit 99.1 Zai Lab and Blueprint Medicines Announce Strategic Collaboration and License Agreement for BLU-945 and BLU-701 in Greater China - Zai Lab obtains exclusive rights to develop and commercialize BLU-945 and BLU-701 in Greater China - - Collaboration accelerates and expands global development of Blueprint Medicines? next- generation EGFR inhibitors with plans to bring clinical trials of B

Non-Employee Director Compensation Policy

Exhibit 10.1 ZAI LAB LIMITED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY As of October 17, 2021, each individual who provides services to Zai Lab Limited (the ?Company?) as a director, other than a director who is employed by the Company or an affiliate, (a ?Non-Employee Director?) shall be entitled to receive the following amounts of compensation: Type of Compensation Amount and Form of Payment Ann

Zai Lab and Karuna Therapeutics Announce Strategic Collaboration for Development, Manufacturing, and Commercialization of KarXT in Greater China Zai Lab obtains exclusive rights to develop and commercialize KarXT in Greater China Karuna to receive up

Exhibit 99.2 Zai Lab and Karuna Therapeutics Announce Strategic Collaboration for Development, Manufacturing, and Commercialization of KarXT in Greater China Zai Lab obtains exclusive rights to develop and commercialize KarXT in Greater China Karuna to receive upfront cash payment of $35 million, up to $152 million in potential near- and long-term development and commercial milestones and other pa

Zai Lab Announces Third Quarter 2021 Financial Results and Corporate Updates — Broad Product Pipeline Expands Both Vertically and Horizontally with Three New Potential First-in- Class or Best-in-Class Medicines — Company to Host Conference Call and W

Exhibit 99.3 Zai Lab Announces Third Quarter 2021 Financial Results and Corporate Updates ? Broad Product Pipeline Expands Both Vertically and Horizontally with Three New Potential First-in- Class or Best-in-Class Medicines ? Company to Host Conference Call and Webcast on November 10, 2021, at 8:00 a.m. EST SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass., November 9, 2021 ? Zai Lab Limited (NASDAQ:

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

* * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM November 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner Kevin Vaughn Re: Zai Lab, Ltd. Form 10-K for Fiscal Year Ended December 31, 2020 Filed March 1, 2021 File No. 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REP

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or other jurisdiction of incorporation or organization) (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

ZL-1102, Zai Lab’s Internally Developed Novel Human VH Antibody Fragment, Achieved Proof of Concept in Phase 1b Psoriasis Study Topical therapy with ZL-1102 resulted in clinical improvement in local PASI score, erythema and scaling, target lesion siz

Exhibit 99.1 ZL-1102, Zai Lab?s Internally Developed Novel Human VH Antibody Fragment, Achieved Proof of Concept in Phase 1b Psoriasis Study Topical therapy with ZL-1102 resulted in clinical improvement in local PASI score, erythema and scaling, target lesion size, and responder rates in patients with mild-to-moderate chronic plaque psoriasis; consistent improvement was seen over time First study

Zai Lab and Entasis Therapeutics Announce Positive Topline Results for Sulbactam-Durlobactam (SUL-DUR) from Phase 3 ATTACK Trial SUL-DUR first to achieve statistical non-inferiority in 28-day all-cause mortality in carbapenem-resistant Acinetobacter

Exhibit 99.1 Zai Lab and Entasis Therapeutics Announce Positive Topline Results for Sulbactam-Durlobactam (SUL-DUR) from Phase 3 ATTACK Trial SUL-DUR first to achieve statistical non-inferiority in 28-day all-cause mortality in carbapenem-resistant Acinetobacter (CRAB) patients Statistically significant difference in clinical cure at Test of Cure vs. colistin Favorable safety profile with statisti

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

Zai Lab Appoints Scott Morrison to its Board of Directors

Exhibit 99.1 Zai Lab Appoints Scott Morrison to its Board of Directors SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, MA, October 18, 2021 (GLOBE NEWSWIRE) ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced that it has appointed Scott Morrison to its Board of Directors. Mr. Morrison will also serve as a member o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organizati

Amendment to the Amended and Restated Employment Agreement, dated as of May 7, 2021, by and between Zai Lab (US) LLC and Tao Fu

Exhibit 10.1 ZAI LAB (US) LLC May 7, 2021 RE: Amendment to the Amended and Restated Employment Agreement Dear Tao, This letter agreement (the ?Letter Amendment?) confirms the terms of your continued employment with Zai Lab (US) LLC, a Delaware limited liability company (the ?Company?) and amends the Amended and Restated Employment Agreement between you and the Company, dated as of January 25, 2019

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization

Registrant’s Specimen Certificate for Ordinary Shares

Exhibit 4.3 ZAI LAB LIMITED Number Ordinary Shares [ ] - [ ] - Incorporated under the laws of the Cayman Islands Share capital is US$30,000 divided into 500,000,000 Shares of US$0.00006 par value each THIS IS TO CERTIFY THAT [ ] is the registered holder of [ ] Ordinary Shares in the above-named Company subject to the Fifth Amended and Restated Memorandum and Articles of Association thereof. EXECUT

Registrant’s Specimen Certificate for Ordinary Shares

Exhibit 4.1 ZAI LAB LIMITED Number Ordinary Shares [ ] - [ ] - Incorporated under the laws of the Cayman Islands Share capital is US$30,000 divided into 500,000,000 Shares of US$0.00006 par value each THIS IS TO CERTIFY THAT [ ] is the registered holder of [ ] Ordinary Shares in the above-named Company subject to the Fifth Amended and Restated Memorandum and Articles of Association thereof. EXECUT

Collaboration and License Agreement, dated as of May 28, 2021, by and between Zai Lab (Hong Kong) Limited and Mirati Therapeutics, Inc. (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on August 9, 2021)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

As filed with the Securities and Exchange Commission on August 9, 2021

As filed with the Securities and Exchange Commission on August 9, 2021 Registration No.

Zai Lab Announces Second Quarter 2021 Financial Results and Corporate Updates — Company to Host Conference Call and Webcast on August 10, 2021, at 8:00 a.m. EDT

Exhibit 99.1 Zai Lab Announces Second Quarter 2021 Financial Results and Corporate Updates ? Company to Host Conference Call and Webcast on August 10, 2021, at 8:00 a.m. EDT SHANGHAI and SAN FRANCISCO, August 9, 2021 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), an innovative commercial-stage biopharmaceutical company, today announced financial results for the second quarter of 2021, along with re

License and Collaboration Agreement, dated as of June 15, 2021, by and between Zai Lab (US) LLC and MacroGenics, Inc. (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on August 9, 2021)

EX-10.3 5 d46351dex103.htm EX-10.3 Exhibit 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COLLABORATION AND LICENSE AGREEMENT This Collaboration and License Agreement (“Agreement”), effective as of June 15, 2021 (the “Effective Date”), is entered i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or other jurisdiction of incorporation or organization) (I.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Fifth Amended and Restated Articles of Association of Zai Lab Limited (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-38205) filed with the SEC on June 24, 2021)

Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ZAI LAB LIMITED (Adopted by a Special Resolution passed on June 24, 2021) INTERPRETATION 1. In these Articles, Table A in the Schedule in the Companies Act does not apply and unless otherwise defined, the defined terms shall have the meanings assigned to the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Zai Lab and MacroGenics Enter Into Broad Strategic Collaboration to Develop and Commercialize Preclinical Bispecific Antibodies in Oncology

Exhibit 99.1 Zai Lab and MacroGenics Enter Into Broad Strategic Collaboration to Develop and Commercialize Preclinical Bispecific Antibodies in Oncology ? Zai Lab granted combination of regional Asian and global rights for up to four CD3- or CD47-based bispecific molecules ? MacroGenics provides rights to Zai Lab for its DART? and TRIDENT? multi-specific platforms and a lead research program targe

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Mirati Therapeutics and Zai Lab Enter Into a Collaboration to Develop and Commercialize Adagrasib in Greater China

Exhibit 99.1 Mirati Therapeutics and Zai Lab Enter Into a Collaboration to Develop and Commercialize Adagrasib in Greater China ? Zai Lab obtains the right to develop and exclusively commercialize adagrasib in mainland China, Hong Kong, Macau and Taiwan ? Mirati to receive an upfront payment of $65 million, up to approximately $273 million in potential milestone payments and high-teen- to low-twen

License Agreement between Turning Point Therapeutics, Inc. and Zai Lab (Shanghai) Co., Ltd. dated January 10, 2021 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on May 10, 2021)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Collaboration and License Agreement between argenx BV and Zai Auto Immune (Hong Kong) Limited dated January 6, 2021 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on May 10, 2021)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Zai Lab Reports First Quarter 2021 Financial Results — Company to Host Conference Call and Webcast Today at 8:00 a.m. EDT

Exhibit 99.1 Zai Lab Reports First Quarter 2021 Financial Results ? Company to Host Conference Call and Webcast Today at 8:00 a.m. EDT SHANGHAI and SAN FRANCISCO, May 10, 2021 ? Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), an innovative commercial-stage biopharmaceutical company, today announced financial results for the first quarter of 2021, along with recent product highlights and corporate upda

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation or organization)

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38205 ZAI LAB LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1144595 (State or other jurisdiction of incorporation or organization) (I.

Amendment No. 1 to License Agreement between Turning Point Therapeutics, Inc. and Zai Lab (Shanghai) Co., Ltd. dated March 31, 2021 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 001-38205) filed on May 10, 2021)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Zai Lab Announces Closing of Public Offering of American Depositary Shares and Full Exercise of Greenshoe Option

Exhibit 99.1 Zai Lab Announces Closing of Public Offering of American Depositary Shares and Full Exercise of Greenshoe Option SHANGHAI, SAN FRANCISCO, CA, April 23, 2021 (GLOBE NEWSWIRE) ? Zai Lab Limited (?Zai Lab? or the ?Company?) (NASDAQ:ZLAB, HKEX: 9688), an innovative commercial stage biopharmaceutical company, today announced the closing of its previously announced underwritten public offer

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): April 23, 2021 ZAI LAB LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-38205 98-1144595 (State or other jurisdiction of incorporation) (Commission Fi

Form of Underwriting Agreement with respect to ADSs

Exhibit 1.1 ZAI LAB LIMITED 4,776,000 ORDINARY SHARES, PAR VALUE $0.00006 PER SHARE in the form of 4,776,000 American Depositary Shares Underwriting Agreement April 20, 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC Jefferies LLC Citigroup Global Markets Inc. SVB Leerink LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madis