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

 

 

 

SCHEDULE 13G

(Amendment No.      )*

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, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

 

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

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

ýRule 13d-1(d)

 

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

 

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

 

 

 

 

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

 

 

1

NAMES OF REPORTING PERSONS

 

Advantech Capital Partners Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)   ¨       (b)  ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,167,397(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,167,397(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,167,397

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

14.2%(2)

12

TYPE OF REPORTING PERSON

 

PN

       

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

 

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

 

 

 

 

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

 

 

1

NAMES OF REPORTING PERSONS

 

Advantech Capital L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)   ¨       (b)  ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,167,397(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,167,397(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,167,397

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

14.2%(2)

12

TYPE OF REPORTING PERSON

 

PN

       

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

 

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

 

 

 

 

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

 

 

1

NAMES OF REPORTING PERSONS

 

Advantech Master Investment Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,167,397(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,167,397(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,167,397

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

14.2%(2)

12

TYPE OF REPORTING PERSON

 

PN

       

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

 

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

 

 

 

 

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

 

 

1

NAMES OF REPORTING PERSONS

 

Maxway Investment Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)   ¨       (b)  ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

6,734,064

7

SOLE DISPOSITIVE POWER

 

 

8

SHARED DISPOSITIVE POWER

 

6,734,064

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,734,064

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.3%(1)

12

TYPE OF REPORTING PERSON

 

PN

       

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

 

 

 

 

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

 

 

Item 1(a)Name of Issuer:

 

Zai Lab Limited

 

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

 

4560 Jinke Road

Bldg. 1, 4F, Pudong, Shanghai

China 201210

 

Item 2(a)Name of Person Filing:

 

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

 

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

 

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

 

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

 

DMS House, 20 Genesis Close

George Town, Grand Cayman KY1-1103

Cayman Islands

 

Item 2(c)Citizenship:

 

See Row 4 of cover page.

 

Item 2(d)Title of Class of Securities:

 

Ordinary shares, par value US $0.00006 per share.

 

Item 2(e)CUSIP Number:

 

98887Q104

 

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

 

Not applicable.

 

 

 

 

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

 

 

Item 4.Ownership

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certifications

 

Not applicable.

 

 

 

 

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

 

 

SIGNATURE

 

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

 

Dated: February 13, 2018

 

Advantech Capital Partners Ltd.

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

Advantech Capital L.P.

By its general partner, Advantech Capital Partners Ltd.

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

Advantech Master Investment Limited

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

Maxway Investment Limited

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

 

  

Exhibit 1

 

JOINT FILING AGREEMENT

 

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

 

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

 

EXECUTED this 13th day of February 2018.

 

Advantech Capital Partners Ltd.

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

Advantech Capital L.P.

By its general partner, Advantech Capital Partners Ltd.

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

Advantech Master Investment Limited

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director

 

 

Maxway Investment Limited

 

By: /s/ Wong Kok Wai         

Wong Kok Wai

Director