Zai Lab Ltd

This proposal asks shareholders to delegate authority to the Board (and, where appropriate, the Audit Committee) to determine and fix the 2026 compensation payable to the Company’s independent auditors. Management frames the request as a practical necessity because the total auditor fees for a given year can vary depending on the scope and extent of audit and related work; the Board therefore seeks flexibility rather than asking for a specific dollar amount at the outset of the year. The request is presented in the context of the HK Listing Rules, which permit such delegation and are consistent with practices of primary-listed companies in Hong Kong. If approved, the Board may also delegate the authority to the Audit Committee and will follow its pre-approval policies for audit and permitted non-audit services. If the proposal is not approved, the Board will be required to reconvene shareholder approval or otherwise manage auditor arrangements without the delegated authority, which could complicate timely contracting for audit and related services. The Board recommends a vote “FOR,” arguing that the delegation supports efficient governance, ensures timely engagement and payment of auditors as audit needs evolve, and remains subject to Audit Committee oversight and the Company’s pre-approval policies. The proposal requires a simple majority and abstentions or broker non-votes will not be counted as votes cast; the Company expects no broker non-votes due to brokerage discretion on this routine matter.

This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the Compensation Discussion & Analysis and related tables. Management states the program emphasizes pay-for-performance, with a large portion of pay variable and equity-based, the introduction of performance-based restricted share units (PSUs) starting in 2025, CEO bonus tied entirely to corporate performance, and governance safeguards such as an independent Compensation Committee, clawback policy, anti-hedging/pledging rules, and share ownership guidelines. The Compensation Committee explains that 2025 featured no base-salary increases for NEOs, a corporate multiplier that produced roughly 85% corporate performance achievement, and PSUs with performance metrics on pipeline, revenue, and profitability to strengthen alignment with long-term shareholder value. The vote is advisory under Dodd-Frank and SEC practice, so while not binding, the Board and Compensation Committee have committed to consider shareholder feedback and the outcome when making future compensation decisions. Management recommends a “FOR” vote on the basis that the program balances market competitiveness, retention, and performance alignment, and notes prior shareholder engagement and the 2025 say-on-pay outcome (approximately 81% support) as evidence of investor support. A simple majority of votes cast is required for approval; abstentions and broker non-votes will not count as votes cast.

This management proposal requests shareholder authority under the HK Listing Rules to permit the Board to issue up to 10% of the Company’s issued ordinary shares (excluding treasury shares) before the next annual meeting. The company explains this is a routine annual practice for primary-listed Hong Kong issuers and argues the mandate provides balance between maintaining financial flexibility for R&D, pipeline advancement, acquisitions, collaborations, or other strategic transactions while protecting shareholders via a 10% cap and a prohibition on issuance at discounts exceeding 10% to a benchmarked price. The historical context notes prior years’ mandates (20% historically, reduced to 10% last year) and the Board’s statement that it has no current plans to issue shares under the mandate. From a governance perspective, the Board emphasizes it will only authorize issuances it deems in the best interests of the Company and shareholders and that the mandate does not increase authorized share capital. For investors, the primary tradeoff is increased flexibility for corporate financing versus potential dilution; the company’s safeguards (cap, discount limit, Board/Audit Committee oversight and customary shareholder approval thresholds) mitigate some concerns. The Board recommends a “FOR” vote, and approval requires a simple majority of votes cast; broker non-votes and abstentions will not affect the outcome.

This proposal seeks shareholder approval of a routine Repurchase Mandate under the HK Listing Rules to allow the Company to repurchase up to 10% of its issued ordinary shares (excluding treasury shares) prior to the next annual meeting. Management frames the authority as a tool for prudent capital management—to provide parity between investors on different exchanges, to allow the Board to reduce outstanding shares when attractive and to hold repurchased shares as treasury shares for potential future use or cancellation, and to potentially increase net assets or earnings per share. The explanatory statement clarifies funding must come from legally available sources, that repurchases will be exercised only when consistent with the Company’s financial position and in the best interests of shareholders, and that exercise in full could affect working capital and gearing although the directors do not intend repurchases that would have a material adverse effect. The filing also highlights HK Takeovers Code considerations (that repurchases can increase an individual shareholder’s relative stake and potentially trigger mandatory offer obligations) and confirms no core connected persons intend to sell to the Company. The Board recommends a “FOR” vote, noting standard safeguards (limits, Cayman law compliance, Board and Audit Committee oversight) and that the mandate is consistent with market practice for Hong Kong primary-listed companies; approval requires a simple majority.