Investor FAQ

Zai Lab Limited (“Zai Lab”) is incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Act of the Cayman Islands, as amended.

Zai Lab’s principal executive offices are located at:

4560 Jinke Road, Bldg. 1, 4th Floor, Pudong, Shanghai, China 201210 and

314 Main Street, 4th Floor, Suite 100, Cambridge, MA 02142, USA.

The address of Zai Lab’s registered office in the Cayman Islands is: Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman KY1-1106, Cayman Islands.

Zai Lab’s fiscal year end is 31 December.

Zai Lab’s independent registered public accounting firms and auditors are KPMG LLP, an independent registered public accounting firm in the United States, and KPMG, a public interest entity auditor in accordance with the Accounting and Financial Reporting Council Ordinance in Hong Kong. KPMG LLP is responsible for auditing our consolidated financial statements filed with the SEC and the effectiveness of our internal control over financial reporting in accordance with the Securities Exchange Act of 1934, and KPMG is responsible for auditing our consolidated financial statements filed in the Annual Report prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Zai Lab’s American Depositary Shares are listed on The NASDAQ Global Market (“Nasdaq”), and its ordinary shares are listed on The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”). Zai Lab issued American Depositary Shares, in conjunction with its initial public offering in September 2017 and multiple follow-on offerings on Nasdaq. Each American Depositary Share represents the right to receive, and to exercise the beneficial ownership interests in, ten ordinary shares of Zai Lab. Zai Lab issued ordinary shares in conjunction with its secondary listing on the Hong Kong Stock Exchange in September 2020. The Company voluntarily converted from secondary to primary listing status on the Hong Kong Stock Exchange, effective in June 2022, and its ordinary shares have been included in the Shenzhen and Shanghai Stock Connect Programs since June 2022 and July 2022, respectively.

We have appointed Citibank, N.A. as depositary bank pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC’s website, www.sec.gov. Please refer to Registration Number 333-220256 when retrieving such copy.

Citibank, N.A.’s depositary office is located at 388 Greenwich Street, 23rd Floor, New York, New York 10013, USA.

Citibank, N.A.—Hong Kong, located at 9th Floor, Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, has been appointed custodian to safekeep the American Depositary Shares on deposit.

An American Depositary Share is a U.S. dollar-denominated share (frequently referred to as “an ADS”) that represents ownership interests in securities that are on deposit with a depositary bank. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or “ADRs”. An ADR is a negotiable instrument that represents ownership in securities and is a mechanism designed to enable U.S. trading of non- U.S. securities. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Dividends, if any, are paid to investors in U.S. dollars.

Zai Lab’s ADSs began trading on Nasdaq on September 20, 2017 under the ticker symbol ZLAB. Zai Lab’s ordinary shares began trading on the Hong Kong Stock Exchange on September 28, 2020, under the stock code 9688.

Ordinary shares and American Depositary Receipts, which represent ownership in American Depositary Shares, can be purchased through a licensed securities broker.

A holder of American Depositary Shares would generally have the right to receive dividends Zai Lab makes on the American Depositary Shares deposited with the custodian, Citibank, N.A. Holders will receive such distributions in proportion to the number of American Depositary Shares held as of the specified record date, after deduction of applicable fees, taxes and expenses. To date, Zai Lab has not paid any dividends to holders of its American Depositary Shares and has no current plan to begin paying such a dividend.

Holders of record of Zai Lab’s ordinary shares as of the record date for the Annual General Meeting may vote their shares at the Annual General Meeting in accordance with instructions provided prior to the meeting. Beneficial owners of ordinary shares as of the record date will receive voting instructions for their shares from their brokerage firm, bank, or other financial institution.

As a holder of American Depositary Shares, you generally have the right under the deposit agreement to instruct the depositary bank to exercise the voting rights for the ordinary shares represented by your American Depositary Shares. At Zai Lab’s request, the depositary bank will distribute to holders any notice of a shareholders’ meeting together with information explaining how to instruct the depositary bank to exercise the voting rights of the ordinary shares represented by American Depositary Shares. Beneficial owners of Zai Lab’s American Depositary Shares registered as of the record date will receive voting instructions from their brokerage firm, bank, or other financial institution.

A registered holder of American Depositary Shares is one whose name appears on the books of the depositary, Citibank, N.A. The registered holder is considered the owner of record of American Depositary Shares. A beneficial holder of American Depositary Shares is one whose holdings are registered in a name other than their own, such as the name of a broker, bank or nominee account.

Please contact Citibank Shareholder Services when you move so that your account records can be updated. Citibank Shareholder Services can be contacted toll free at 1-877-Citi-ADR (248-4237), International: 1-781-575-4555 during Monday-Friday 08:30 AM through 6:00 PM ET or by email at Citibank@shareholders-online.com, or visit Citibank's Transfer Agent website at https://www.computershare.com/us.

For shareholder inquiries relating to your holdings of ordinary shares, such as changing your name, address and shareholder certificates, please contact: ZaiIR@zailaboratory.com.

You may submit an inquiry via our information request form, which can be found in the Investor Resources section on our website, or by sending an email to ZaiIR@zailaboratory.com.