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Form Serial Number: |
CS20260813E00148 |
| 1.
Date of relevant event: |
12/08/2026
(dd/mm/yyyy)
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| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
09688 |
| 4.
Name of listed corporation: |
Zai Lab Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
1,137,828,030 |
| 7.
Name of substantial shareholder: |
RTW Fund Group GP, LLC |
| 8.
Registered office: |
Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA |
| 9.
Principal place of business in Hong Kong: |
None |
| 15.
Exchange on which listed: |
Not Applicable |
| 16.
Name of listed parent and exchange on which parent is listed: |
Not Applicable |
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| 17.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
|
Number of shares bought/sold or involved |
Currency of transaction |
On Exchange
|
Off Exchange
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| Before relevant event
|
After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Nature of consideration
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|
Long position |
| 1101 | The percentage level of your interest in the shares has increased because:
you purchased the shares |
|
| 2201 | Interest of corporation controlled by you |
|
| 2201 | Interest of corporation controlled by you |
|
4,765,350 |
USD |
25.4100 |
25.4100 |
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| Short position |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 76,814,780 | 6.75 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 81,580,130 | 7.17 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
| 4101 | Listed derivatives - Physically settled |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| RTW Master Fund, Ltd | 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands | RTW Fund Group GP, LLC | 100.00 | Y | |
| RTW Innovation Master Fund, Ltd. | 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands | RTW Fund Group GP, LLC | 100.00 | Y | |
| RTW Venture Performance LLC | Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA | RTW Fund Group GP, LLC | 100.00 | N | |
| RTW Biotech Opportunities Ltd. | PO Box 650, 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, GY1 3JX, Guernsey | RTW Venture Performance LLC | 100.00 | Y | |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust: |
| Names of trust | Address | Status code | Number of shares |
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| 25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
| | |
| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | Percentage (%) |
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| 27.
Supplementary information: |
The relevant event was the acquisition of 476,535 U.S. dollar-denominated American Depositary Shares (ADS) in Zai Lab Limited. These shares are listed on the NASDAQ Global Market under the ticker ZLAB. Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, ten ordinary shares of Zai Lab Limited. Accordingly, the equivalent number of ordinary shares listed on the Hong Stock Exchange (stock code 9688) and acquired on the relevant event is 4,765,350.
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| 28.
Log/Serial Number of the previous form: |
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| 29.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 2: |
13/08/2026
(dd/mm/yyyy)
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