DEF: Zai Lab Limited Seeks Shareholder Approval for Director Re-elections, Auditor Appointment, and Share Issuance/Repurchase Mandates at 2025 Annual Meeting

• Zai Lab Limited will hold its 2025 Annual General Meeting of Shareholders on June 18, 2025.
• Shareholders will vote on 14 proposals, including the re-election of nine directors.
• The company is seeking approval for the appointment of KPMG LLP and KPMG as independent auditors for the fiscal year ending December 31, 2025.
• An advisory vote will be held on the compensation of named executive officers.
• Shareholders will vote on a general mandate for the Board of Directors to allot and issue ordinary shares and/or ADSs up to 10% of the total issued shares.
• A general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total issued shares will also be voted on.
• The record date for the Annual Meeting is April 17, 2025.
• Shareholders can vote online, by mail, or in person at the meeting in Shanghai or virtually.
• The Board of Directors recommends voting in favor of all proposals.

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company is performing well and seeking shareholder approval for routine matters, suggesting a stable outlook.

• The Board of Directors is recommending the re-election of experienced directors with diverse backgrounds.
• The company is seeking shareholder approval for routine matters such as auditor appointment and compensation.
• The company is seeking flexibility to manage its share capital through issuance and repurchase mandates.
• The company is engaging with shareholders on executive compensation matters.

• The say-on-pay vote in 2024 received FOR votes equal to 67.7% of the votes cast, which may indicate some shareholder concerns regarding executive compensation.
• The company did not achieve its total revenue goal for 2024, although it achieved strong year-over-year revenue growth of 50%.

• The explanatory statement notes that if the Repurchase Mandate was exercised in full, there might be a material adverse impact on the working capital and/or gearing position of the Company.
• The explanatory statement notes that if, on exercise of the power to repurchase shares pursuant to the Repurchase Mandate, a shareholders proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong (the HK Takeovers Code).

The company expects to launch several new products or additional indications for existing commercial products in the next two to three years.

The document highlights the competitive landscape for talent in the biopharmaceutical industry and the need for executives with global expertise, particularly in navigating the regulatory environments of the U.S. and China.

• The document mentions that the Compensation Committee considers the executive compensation programs of a peer group of biotechnology and pharmaceutical companies.
• The document mentions that the Compensation Committee actively monitors our burn rate to be within industry and peer group standards and do not have an evergreen feature in our equity incentive plan.

• Shareholders will have the opportunity to vote on key decisions affecting the company's governance and strategy.
• Executive officers' compensation is tied to company performance, aligning their interests with those of shareholders.
• The company's environmental, social, and governance (ESG) practices are overseen by the Nominating and Corporate Governance Committee.

• Shareholders are urged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual General Meeting on June 18, 2025.
• The Board of Directors will continue to monitor and refine the company's executive compensation program.

• MEDx (Suzhou) Translational Medicine Co., Ltd. (MEDx) provides product research and development services to the Company.
• In January 2025, the Company entered into a license agreement with Zenas BioPharma (HK) Limited, a subsidiary of Zenas BioPharma, Inc. (Zenas), pursuant to which the Company obtained a license under certain patents and know-how of Zenas to develop and commercialize products containing a differentiated humanized monoclonal antibody targeting IGF-1R as an active ingredient in Greater China.

• 2014-08: Nisa Bernice Wing-Yu Leung was appointed as a director of the Company
• 2020-07: Nisa Bernice Wing-Yu Leung was appointed as an independent director of the Company
• 2025-04-11: Total number of issued ordinary shares was 1,101,283,740 and the Company did not have treasury shares.
• 2025-04-17: Record date for the Annual Meeting (ordinary share record date).
• 2025-04-17: Latest date and time for lodging a share transfer in order to be registered as a shareholder on the record date is 4:30 p.m. (Shanghai and Hong Kong Time).
• 2025-04-17: ADS record date (4:30 p.m. (U.S. Eastern Time)).
• 2025-04-29: This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about this date.
• 2025-06-06: Deadline for ADS holders to provide voting instructions to Citibank (10:00 a.m. U.S. Eastern Time).
• 2025-06-15: Deadline for shareholders of record of ordinary shares to vote their shares by submitting their proxy through www.proxyvote.com (11:59 p.m. U.S. Eastern Time).
• 2025-06-16: Deadline for shareholders of record of ordinary shares to vote their shares by submitting their proxy through www.proxyvote.com (11:59 a.m. Shanghai and Hong Kong Time).
• 2025-06-17: Proxy cards submitted by mail must be received no later than 11:59 a.m. (U.S. Eastern Time) / 11:59 p.m. (Shanghai and Hong Kong Time) to be voted at the Annual Meeting.
• 2025-06-18: Date of the 2025 Annual General Meeting of Shareholders (8:00 a.m. U.S. Eastern Time / 8:00 p.m. Shanghai and Hong Kong Time).
• 2025-12-30: Deadline for shareholder proposals (including director nominations) to be received at our principal executive offices for inclusion in the proxy statement for the 2026 annual general meeting of shareholders.
• 2026-03-15: Deadline for any other shareholder proposal for the 2026 annual general meeting of shareholders which is submitted outside the processes of Exchange Act Rule 14a-8 (including a director nomination under Rule 13.70 of the HK Listing Rules) to be received by the Company in writing.
• 2026-04-19: Deadline for any shareholder that intends to solicit proxies in support of a director nominee other than our Boards nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.