Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As described under Item 5.07 of this Current Report on Form 8-K, on June 22, 2022, at the 2022 Annual General Meeting of Shareholders (the "Annual General Meeting") of Zai Lab Limited (the "Company"), the Company's shareholders approved the Zai Lab Limited 2022 Equity Incentive Plan (the "2022 Plan"), which was previously approved by the Company's Board of Directors (the "Board of Directors"), conditioned on and subject to the dual-primary listing of the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") becoming effective. The 2022 Plan is intended to replace the Zai Lab Limited 2017 Equity Incentive Plan (the "2017 Plan") and is substantially similar to the 2017 Plan, but reflects changes (i) to increase the number of shares reserved for issuance under our equity incentive plans, (ii) required or recommended by the Hong Kong Stock Exchange in connection with the Company's conversion to dual-primary listing status on the Hong Kong Stock Exchange, (iii) in connection with the recent share subdivision approved by the Company's shareholders and effected as of March 30, 2022, and (iv) in connection with updates to the U.S. Internal Revenue Code of 1986, as amended.

The 2022 Plan will become effective following the dual-primary listing of the Company on the Main Board of the Hong Kong Stock Exchange becoming effective, following which time no new grants will be made under the 2017 Plan or the Zai Lab Limited 2015 Omnibus Equity Incentive Plan (the "2015 Plan"). Awards already granted under the 2017 Plan or the 2015 Plan will remain in full force and effect pursuant to the terms and conditions of the 2017 Plan and 2015 Plan, respectively, as if the 2017 Plan and 2015 Plan had not been amended or terminated. The 2022 Plan will be subject to the requirements under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("HK Listing Rules"). The Company's officers and directors are among the persons eligible to receive awards under the 2022 Plan in accordance with the terms and conditions thereunder.

Additional information about the 2022 Plan is included in the Company's definitive proxy statement for the Annual General Meeting filed with the Securities and Exchange Commission on May 2, 2022 (the "Proxy Statement") under the caption "Proposal 11: Approval of the Zai Lab Limited 2022 Equity Incentive Plan, Conditioned on and Subject to the Dual-primary Listing of the Company on the Main Board of the Hong Kong Stock Exchange Becoming Effective," which summary is incorporated herein by reference. The foregoing description of the 2022 Plan is qualified by reference to the full text of the 2022 Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As described under Item 5.07 of this Current Report on Form 8-K, on June 22, 2022, at the Annual General Meeting, the Company's shareholders approved amending and restating the Company's Fifth Amended and Restated Memorandum and Articles of Association (the "Current Articles") with the Sixth Amended and Restated Memorandum and Articles of Association (the "Amended Articles"), conditioned on and subject to the Company's conversion to dual-primary listing status on the Main Board of the Hong Kong Stock Exchange, to reflect changes required or recommended by the Hong Kong Stock Exchange in connection with the Company's conversion to dual-primary listing status on the Hong Kong Stock Exchange and the recent share subdivision approved by shareholders and effected as of March 30, 2022. The Amended Articles will become effective following the dual-primary listing of the Company on the Main Board of the Hong Kong Stock Exchange becoming effective.

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Additional information about the Amended Articles is included in the Proxy Statement under the caption "Proposal 10: Adoption of the Sixth Amended and Restated Memorandum and Articles of Association, Conditioned on and Effective Upon the Effective Date of the Company's Conversion to Dual-Primary Listing on the HKEx," which information is incorporated herein by reference. The foregoing description of the Amended Articles is qualified by reference to the full text of the Amended Articles, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2022, the Company held the Annual General Meeting, which was an annual general meeting of the shareholders. Holders of a total of 915,320,832 ordinary shares of the Company, constituting more than one-tenth of all voting share capital of the Company in issue as of the record date of April 25, 2022, were present in person (by virtual attendance) or by proxy at the Annual General Meeting.

The matters set forth below were voted on by the Company's shareholders and approved at the Annual General Meeting. Detailed descriptions of each proposal and the applicable voting procedures at the Annual General Meeting are contained in the Proxy Statement. Proposals 1 to 14 in the notice of the Annual General Meeting were approved at the Annual General Meeting. For Proposal 15, the Company's shareholders voted for an advisory vote on named executive officer compensation to be held every year. The final voting results for each matter submitted to a vote of shareholders at the Annual General Meeting are as follows:

Proposal 1:



    (1)  AS AN ORDINARY RESOLUTION: to re-elect Samantha (Ying) Du to serve as a
         director until the 2023 annual general meeting of shareholders and until
         her successor is duly elected and qualified, subject to her earlier
         resignation or removal.



For           Against      Abstentions   Broker Non-votes
897,105,152   13,753,760   4,461,920     -

Accordingly, this Proposal 1 was carried as an ordinary resolution.

Proposal 2:



    (2)  AS AN ORDINARY RESOLUTION: to re-elect Kai-Xian Chen to serve as a
         director until the 2023 annual general meeting of shareholders and until
         his successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against     Abstentions   Broker Non-votes
912,147,972   1,932,000   1,240,860     -

Accordingly, this Proposal 2 was carried as an ordinary resolution.

Proposal 3:



    (3)  AS AN ORDINARY RESOLUTION: to re-elect John D. Diekman to serve as a
         director until the 2023 annual general meeting of shareholders and until
         his successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against     Abstentions   Broker Non-votes
907,572,992   6,610,230   1,137,610     -

Accordingly, this Proposal 3 was carried as an ordinary resolution.

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Proposal 4:



    (4)  AS AN ORDINARY RESOLUTION: to re-elect Richard Gaynor to serve as a
         director until the 2023 annual general meeting of shareholders and until
         his successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against   Abstentions   Broker Non-votes
913,395,582   787,640   1,137,610     -

Accordingly, this Proposal 4 was carried as an ordinary resolution.

Proposal 5:



    (5)  AS AN ORDINARY RESOLUTION: to re-elect Nisa Leung to serve as a director
         until the 2023 annual general meeting of shareholders and until her
         successor is duly elected and qualified, subject to her earlier
         resignation or removal.



For           Against      Abstentions   Broker Non-votes
896,329,192   17,849,390   1,142,250     -

Accordingly, this Proposal 5 was carried as an ordinary resolution.

Proposal 6:



    (6)  AS AN ORDINARY RESOLUTION: to re-elect William Lis to serve as a director
         until the 2023 annual general meeting of shareholders and until his
         successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against     Abstentions   Broker Non-votes
911,069,552   3,109,030   1,142,250     -

Accordingly, this Proposal 6 was carried as an ordinary resolution.

Proposal 7:



    (7)  AS AN ORDINARY RESOLUTION: to re-elect Scott Morrison to serve as a
         director until the 2023 annual general meeting of shareholders and until
         his successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against       Abstentions   Broker Non-votes

745,805,607 168,201,166 1,236,220 -

Accordingly, this Proposal 7 was carried as an ordinary resolution.

Proposal 8:



    (8)  AS AN ORDINARY RESOLUTION: to re-elect Lonnie Moulder to serve as a
         director until the 2023 annual general meeting of shareholders and until
         his successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against       Abstentions   Broker Non-votes

785,544,277 126,687,935 3,088,620 -

Accordingly, this Proposal 8 was carried as an ordinary resolution.

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Proposal 9:



    (9)  AS AN ORDINARY RESOLUTION: to re-elect Peter Wirth to serve as a director
         until the 2023 annual general meeting of shareholders and until his
         successor is duly elected and qualified, subject to his earlier
         resignation or removal.



For           Against      Abstentions   Broker Non-votes
822,507,942   91,675,280   1,137,610     -

Accordingly, this Proposal 9 was carried as an ordinary resolution.

Proposal 10:



    (10) AS A SPECIAL RESOLUTION: to adopt the Sixth Amended and Restated
         Memorandum and Articles of Association of the Company in the form annexed
         to the Proxy Statement as Appendix A as described in the Proxy Statement,
         conditioned on and subject to the dual-primary listing of the Company on
         the Main Board of the Hong Kong Stock Exchange becoming effective.



For           Against   Abstentions   Broker Non-votes
915,248,322   54,560    17,950        -

Accordingly, this Proposal 10 was carried as a special resolution.

Proposal 11:



    (11) AS AN ORDINARY RESOLUTION: to approve the 2022 Plan, conditioned on and
         subject to the dual-primary listing of the Company on the Main Board of
         the Hong Kong Stock Exchange becoming effective.



For           Against       Abstentions   Broker Non-votes

699,250,682 216,044,660 25,490 -

Accordingly, this Proposal 11 was carried as an ordinary resolution.

Proposal 12:



    (12) AS AN ORDINARY RESOLUTION: to ratify the appointment of KPMG LLP as the
         Company's independent registered public accounting firm and auditor for
         the fiscal year ending December 31, 2022 for the Company's annual
         consolidated financial statements filed with the U.S. Securities and
         Exchange Commission and its internal controls over financial reporting in
         accordance with the U.S. Securities Exchange Act of 1934, as amended and
         the consolidated financial statements of the Company and its subsidiaries
         for the year ending December 31, 2022 submitted to the Hong Kong Stock
         Exchange in accordance with the HK Listing Rules, conditioned upon and
         subject to the Company's receipt of the requisite approvals from the Hong
         Kong Stock Exchange and the Financial Reporting Council of Hong Kong.



For           Against   Abstentions   Broker Non-votes
915,308,102   1,310     11,420        -

Accordingly, this Proposal 12 was carried as an ordinary resolution.

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Proposal 13:



    (13) AS AN ORDINARY RESOLUTION: within the parameters of Rule 13.36 of the HK
         Listing Rules, to approve the granting of a share issue mandate to the
         Board of Directors to issue, allot or deal with unissued ordinary shares
         and/or American Depositary Shares not exceeding 20% of the total number
         of issued ordinary shares of the Company as of the date of passing of
         such ordinary resolution up to the next annual general meeting of
         shareholders of the Company, conditioned on and subject to dual-primary
         listing of the Company on the Main Board of the Hong Kong Stock Exchange
         becoming effective and other conditions described in the Proxy Statement.



For           Against       Abstentions   Broker Non-votes

560,367,595 354,058,457 894,780 -

Accordingly, this Proposal 13 was carried as an ordinary resolution.

Proposal 14:



    (14) AS AN ORDINARY RESOLUTION: to approve, on an advisory basis, the
         compensation of our named executive officers, as disclosed in the Proxy
         Statement.



For           Against       Abstentions   Broker Non-votes

803,515,252 111,065,890 739,690 -

Accordingly, this Proposal 14 was carried as an ordinary resolution.

Proposal 15:



    (15) AS AN ORDINARY RESOLUTION: to hold an advisory vote on the frequency of
         future advisory votes on the compensation of our named executive
         officers.

One Year Two Years Three Years Abstentions Broker Non-votes 490,992,637 23,060 358,326,306 18,560 -

Accordingly, the Company's shareholders voted for an advisory vote on named executive officer compensation to be held every year.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.       Description

3.1                 Sixth Amended and Restated Memorandum and Articles of
                  Association of Zai Lab Limited

10.1                Zai Lab Limited 2022 Equity Incentive Plan

104               The cover page of this Current Report on Form 8-K is formatted in
                  Inline XBRL

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