DEF 14A of Zai Lab Ltd, Apr 29, 2025

DEF 14A of Zai Lab Ltd

Filed Apr 29, 2025 · FY20240001628280-25-020478

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Description of the Proposals

    Description of the Proposals The Board of Directors currently has nine members, all of whom are up for re-election at the Annual Meeting in accordance with the Sixth Amended and Restated Memorandum and Articles of Association (the “Current Articles”). The Board of Directors recommends shareholder approval of the re-election for each of these nominees. In reaching this recommendation, the Board of Directors considered a variety of factors, including the recommendation of the Nominating and Corporate Governance Committee, the criteria set forth in the Corporate Governance Guidelines and Board Diversity Policy, and the written confirmation of independence of each independent director. The Board of Directors believes that with their diverse business and professional backgrounds, each nominee will continue to bring to the Board of Directors valuable perspectives, skills, and experience that will complement the Board’s diversity and optimal composition. Among the returning Directors, Nisa Bernice Wing-Yu Leung was appointed as a director of the Company in August 2014 and an independent director of the Company since July 2020, so she has served on the Board for more than nine years. The Board of Directors is of the view that Ms. Leung is still independent. If elected at the Annual Meeting, each of these nominees would serve until the 2026 annual general meeting and until his or her successor has been duly elected and qualified or, if sooner, until the director’s death, resignation, or removal. For additional information on the Company’s corporate governance practices, including information on director elections and nominations, see Corporate Governance. For additional information on compensation for our non-employee directors, see Director Compensation. We will not enter into service contracts with our independent directors. For information on our employment agreement with our Chief Executive Officer, who also serves Chairperson of the Board of Directors, see CD&A - Employment Agreements. For more information on the view of the Board of Directors regarding director independence, see Corporate Governance - Director Independence.

  3. Director Biographical Information

    Director Biographical Information Set forth below is biographical information for our directors, which has been confirmed by each of them for inclusion in this Proxy Statement. We have provided their current Board and Committee roles as well as a summary of the experiences, qualifications, attributes, and skills that led the Board of Directors to conclude that each director should serve as a director in light of our business and structure. As discussed in Corporate Governance – Director Independence, the Board of Directors has determined that all of our director nominees, other than our Chief Executive Officer Dr. Du, are independent under the Nasdaq listing rules and HK Listing Rules. So far as the Board of Directors is aware, there is no other information which is disclosable pursuant to HK Listing Rules 13.51(2)(h) to (v) or other matters that need to be brought to the attention of the shareholders of the Company. For information on each director’s interest in our shares, see Security Ownership of Certain Beneficial Owners and Management. Samantha (Ying) Du, Ph.D. Founder, Chairperson of the Board of Directors, and Chief Executive Officer

  4. Director Biographical Information

    | Age | Director Since | Board Committees | Other Public Company Boards | | 60 | 2014 | Research and Development Commercial | None |

  5. Director Biographical Information

    Dr. Du is an experienced executive and entrepreneur with significant global leadership experience who brings to the Board of Directors a deep knowledge of the capital markets and the biotechnology, healthcare, and pharmaceutical industries as well as a considerable scientific background. In addition, as the Company’s Founder and Chief Executive Officer, Dr. Du provides valuable knowledge of the Company and its business. •Founder, Chief Executive Officer, and Chairperson of the Board of Directors of Zai Lab (2014-Present) •Healthcare Partner (2012-2014) and Venture Partner (2014-2017) at Sequoia Capital China, leading and serving on the boards of several major healthcare investments •Co-Founder and Chief Executive Officer of Hutchison MediPharma and Co-Founder and Chief Scientific Officer of Hutchison China MediTech (2001-2011) •Began her research career at Pfizer Inc. in the United States, where she led the global metabolic licensing program and was involved in the development of multiple early and late-stage products (1994-2001) •Ph.D. in Biochemistry from the University of Cincinnati and a B.S. in Molecular Biology from Jilin University, China John David Diekman, Ph.D. Lead Independent Director

  6. Director Biographical Information

    | Age | Director Since | Board Committees | Other Public Company Boards | | 82 | 2017 | Audit Compensation Nominating and Corporate Governance | None |

  7. Director Biographical Information

    Dr. Diekman is an experienced executive who brings to the Board of Directors extensive business, management, policy, and capital markets experience as well as deep expertise in the life sciences and venture capital industries, including in the area of oncology.

  8. Key Experience and Qualifications

    Key Experience and Qualifications •Founder and Managing Partner of 5AM Ventures (2002-Present) •Chairman of the Board of Directors of IDEAYA Biosciences, Inc. (NASDAQ) (2015-June 2020) •Chairman of The Scripps Research Institute (2014-Present), member of the Advisory Board of the Schaeffer Center for Health Policy and Economics at the University of Southern California (2014-March 2021), Charter Trustee of Princeton University (2008-June 2019), and Trustee of The California Institute of Technology (2004-2008) •Ph.D. in Chemistry from Stanford University and an A.B. in Organic Chemistry from Princeton University Richard Brian Gaynor, M.D. Independent Director

  9. Key Experience and Qualifications

    | Age | Director Since | Board Committees | Other Public Company Boards | | 75 | 2021 | Research and Development, Chair | Alkermes plc (NASDAQ) |

  10. Key Experience and Qualifications

    Dr. Gaynor is an experienced oncologist who brings to the Board of Directors deep expertise in research and development and significant experience as a senior business executive in the biopharmaceutical industry. •President and Chief of Research and Development at BioNTech US Inc. (formerly Neon Therapeutics, Inc.) (May 2020-Present), after serving in this role at Neon Therapeutics from November 2016 to May 2020 •Member of the Board of Directors of Alkermes plc (September 2019-Present) •Member of the Board of Directors of Infinity Pharmaceuticals, Inc. (March 2020-March 2024) •Various senior clinical development and medical affairs roles at Eli Lilly and Company (2002-2016), including Senior Vice President of Clinical Development and Medical Affairs •Professor at the UCLA School of Medicine (1982-1991) and service on the faculty at the University of Texas Southwestern Medical School (1991-2002), including as the Chief of Hematology-Oncology and Director of the Simmons Cancer Center •Author of nearly 150 publications and participant on numerous advisory boards and committees, including currently serving as a Director for the Damon Runyon Cancer Research Foundation and on committees for the American Association of Cancer Research and other cancer organizations •M.D. from the University of Texas Southwestern Medical School, where he served a residency in internal medicine; fellowship training in hematology-oncology at the UCLA School of Medicine

  11. Nisa Bernice Wing-Yu Leung

    Nisa Bernice Wing-Yu Leung Independent Director

  12. Nisa Bernice Wing-Yu Leung

    | Age | Director Since | Board Committees | Other Public Company Boards | | 54 | 2014 | Nominating and Corporate Governance | Hong Kong Exchanges and Clearing Limited (HKSE) |

  13. Nisa Bernice Wing-Yu Leung

    Ms. Leung brings to the Board of Directors significant venture capital experience in the global healthcare industry as well as extensive corporate governance experience through her service on the boards of global companies listed in the United States, Hong Kong, and Shanghai.

  14. Key Experience and Qualifications

    Key Experience and Qualifications •Member of the Board of Directors of Hong Kong Exchanges and Clearing Limited (June 2021-Present) •Managing Partner at Qiming Venture Partners, where she led healthcare investments (2006-February 2025) •Member of the Board of Directors of CanSino Biologics Inc. (HKSE) (September 2015-September 2024) •Member of the Board of Directors of Venus Medtech (Hangzhou) Inc. (HKSE) (June 2013-January 2023) •Member of Stanford University International Advisory Council (2024-Present) •MBA from Stanford Graduate School of Business

  15. William David Lis

    William David Lis Independent Director

  16. William David Lis

    | Age | Director Since | Board Committees | Other Public Company Boards | | 60 | 2018 | Nominating and Corporate Governance | Jasper Therapeutics, Inc. (NASDAQ) |

  17. William David Lis

    Mr. Lis brings to the Board of Directors over 30 years of experience in the biopharmaceutical industry, at both the executive and board level, including considerable leadership and business, financial, and product development expertise.

  18. Key Experience and Qualifications

    Key Experience and Qualifications •Chief Executive Officer and member of the Board of Directors of Tr1x Biotherapeutics, Inc. (May 2023-Present) •Various board and executive positions at Jasper Therapeutics, Inc., including Executive Chairman of the Board of Directors (March 2022-May 2023) and Chief Executive Officer and Executive Chairman of the Board of Directors (November 2019-March 2022) •Member of the Board of Directors of Eidos Therapeutics, Inc. (NASDAQ) (December 2018-its acquisition by Bridge Bio Pharma, Inc. in January 2021) •Various executive and board positions at Portola Pharmaceuticals, Inc. (later acquired by Alexion Pharmaceuticals, Inc. in 2020), including Chief Executive Officer and Member of the Board of Directors (December 2009-August 2018), Chief Operating Officer (2009), and Chief Business Officer (2008-2009) •Various executive positions at Scios, Inc. (a Johnson & Johnson company) (2003-2008), including Senior Vice President of New Product Development and Business Development •Various roles of increasing responsibility at Millennium Pharmaceuticals, Inc. (previously COR Therapeutics, Inc.) in sales, marketing, medical affairs, and business development (1998-2003) •B.S. from the University of Maryland

  19. Scott William Morrison

    Scott William Morrison Independent Director

  20. Scott William Morrison

    | Age | Director Since | Board Committees | Other Public Company Boards | | 67 | 2021 | Audit, Chair and Audit | Corvus Pharmaceuticals, Inc. (NASDAQ) | | | | Committee Financial Expert | IDEAYA Biosciences Inc. (NASDAQ) | | | | | Tarsus Pharmaceuticals, Inc. (NASDAQ) | | | | | Vera Therapeutics, Inc. (NASDAQ) |

  21. Scott William Morrison

    Mr. Morrison brings to the Board of Directors financial expertise obtained from his extensive business, accounting, and financial background obtained from his over 35 years of experience serving public and private companies in the life sciences industry until his retirement in 2015 as well as his significant board and audit committee experience.

  22. Key Experience and Qualifications

    Key Experience and Qualifications •Partner with Ernst & Young LLP (1996-2015), serving as U.S. Life Sciences Leader from 2002 to 2015 •Member of the Board of Directors, Chairperson of the Audit Committee, and Member of the Compensation Committee of Corvus Pharmaceuticals, Inc. (2015-Present) •Member of the Board of Directors, Chair of the Audit Committee, and Member of the Nominating and Corporate Governance Committee of IDEAYA Biosciences Inc. (July 2018-Present) •Member of the Board of Directors, Chair of the Audit Committee, and Member of the Commercial Committee of Vera Therapeutics, Inc. (April 2020-Present) •Member of the Board of Directors, Chair of the Audit Committee, and Member of the Commercial Committee of Tarsus Pharmaceuticals, Inc. (October 2022-Present) •Member of the Board of Directors, Chair of the Audit Committee, Chair of the Transaction and Financing Committee, and Member of the Compensation Committee and Commercial Committee of Global Blood Therapeutics, Inc. (NASDAQ) (2016-its acquisition by Pfizer Inc. in October 2022) •Member of the Board of Directors and Chairman of the Audit Committee of Audentes Therapeutics, Inc. (NASDAQ) (2016-its sale to Astellas in January 2020) •Director on several life sciences industry boards, including BIO ECS (2002-2006), the Bay Area Biosciences Board (now California Life Sciences) (1989-2012), the Biotechnology Institute (1998- 2012), and the Life Sciences Foundation (2014-its merger with the Chemical Heritage Foundation in 2015) •Awarded the CLS Pantheon 2016 Life Sciences Leadership Award •B.S. in Business Administration from the Haas School at University of California, Berkeley and Certified Public Accountant (inactive) Leon Oliver Moulder, Jr.

  23. Key Experience and Qualifications

    | Age | Director Since | Board Committees | Other Public Company Boards | | 67 | 2020 | Nominating and Corporate Governance, Chair Compensation Commercial | Zenas BioPharma, Inc. (NASDAQ) Dianthus Therapeutics, Inc. (NASDAQ) |

  24. Key Experience and Qualifications

    Mr. Moulder brings to the Board of Directors significant operational and senior management experience in the biopharmaceutical industry as well as extensive experience as a director on public and private boards in the industry.

  25. Key Experience and Qualifications

    Key Experience and Qualifications •Founder and Managing Member of Tellus BioVentures, LLC, a life sciences investment fund (March 2019-Present) •Founder and Chairman of the Board of Directors of Zenas BioPharma, Inc. (NASDAQ), a clinical-stage global biopharmaceutical company focused on developing and commercializing immunology-based therapies (December 2019-Present), also serving as Chief Executive Officer since August 2023 •Member of the Board of Directors of Dianthus Therapeutics, Inc. (NASDAQ), a clinical-stage biotechnology company (September 2023-Present) •Chairman of the Board of Directors of Trevana, Inc. (2011-December 2023) •Co-Founder, Chief Executive Officer, and Member of the Board Directors of Tesaro, Inc. (NASDAQ) (May 2010-its acquisition by GSK plc in January 2019) •President, Chief Executive Officer, and Vice Chairman of the Board of Directors of Abraxis BioScience, Inc. (NASDAQ) (2009- 2010) •Vice Chairman of Eisai Corporation of North America, a research-based pharmaceutical company and wholly owned subsidiary of Eisai Co., Ltd. (2008-2009) •President, Chief Executive Officer, and Member of the Board of Directors of MGI PHARMA, Inc. (2003-its acquisition by Eisai Corporation of North America in 2008), after serving as President and Chief Operating Officer (2002-2003) and Executive Vice President (1999-2002) •Temple University Trustee (January 2013-Present), Council Member for the University of Chicago Booth School of Business and the Polsky Center for Entrepreneurship and Innovation (June 2016-Present), and Board Member of the Fox Chase Cancer Center (March 2013-Present) •MBA from The University of Chicago Booth School of Business and B.S. in Pharmacy from Temple University

  26. Michel Pericles Vounatsos

    Michel Pericles Vounatsos Independent Director

  27. Michel Pericles Vounatsos

    | Age | Director Since | Board Committees | Other Public Company Boards | | 63 | 2023 | Commercial, Chair Research and Development | Revvity, Inc. (NYSE) |

  28. Michel Pericles Vounatsos

    Mr. Vounatsos brings to the Board of Directors extensive global leadership and management experience in the biopharmaceutical industry, including more than 25 years of service at leading companies. His expertise includes significant commercial experience in China and worldwide in the areas of primary care and neuroscience. •Chief Executive Officer and Member of the Board of Directors of Biogen Inc. (NASDAQ) (January 2017-November 2022), after serving as Executive Vice President and Chief Commercial Officer (2016) •Member of the Board of Directors and Audit Committee of Revvity, Inc. (formerly part of PerkinElmer, Inc.) (March 2020-Present) and Chair of the Nominating and Corporate Governance Committee (October 2022-Present) •Various roles of increasing responsibility at Merck & Co. (1996-2016), including President, Primary Care & Merck Customer Centricity (2014-2016), President, Merck Customer Centricity (2012-2014), President of MSD China (2008-2012), and other leadership positions across Europe (1996-2008) •Member of the Advisory Board of Tsinghua University School of Pharmaceutical Sciences in Beijing, China (December 2020-Present) and Chairman of the Supervisory Board of Liryc, the Electrophysiology and Heart Modeling Institute at the University of Bordeaux (May 2019-Present) •MBA from HEC School of Management in Paris, France and Certificate of Clinical and Therapeutic Synthesis in Medicine from Université Victor Segalen, Bourdeaux II, France Peter Karl Wirth, J.D. Independent Director

  29. Michel Pericles Vounatsos

    | Age | Director Since | Board Committees | Other Public Company Boards | | 74 | 2017 | Compensation, Chair Audit | None |

  30. Michel Pericles Vounatsos

    Mr. Wirth brings to the Board of Directors expertise in corporate governance and significant experience in corporate strategy, product development, business development, and legal issues relating to the operation of a global biopharmaceutical company.

  31. GENERAL MANDATE TO ISSUE SHARES

    GENERAL MANDATE TO ISSUE SHARES Prior to our primary listing on the Hong Kong Stock Exchange, our Board of Directors generally had the authority to issue the Company’s authorized shares. Such authority was similar to that of other companies listed on Nasdaq and in the United States. Under the HK Listing Rules, however, a primary-listed company must obtain such authority from its shareholders to issue authorized but unissued shares. Granting such authority to the Board of Directors is a routine annual matter for primary-listed companies on the Hong Kong Stock Exchange. As a result, we are seeking shareholder approval of a general mandate to the Board of Directors to allot and issue ordinary shares and/or ADSs (a “General Mandate”), in compliance with the HK Listing Rules and to the same extent already authorized under our Current Articles and the rules of Nasdaq. We are not asking shareholders to approve an increase in authorized share capital. In light of the dynamics in our industry and the markets in which we operate, we believe in maintaining a strong balance sheet with maximum flexibility to fund our continued efforts to pursue our corporate strategic goals. Such General Mandate authority would allow our company to meet the emerging needs of our business, such as advancing and expanding our pipeline through our research and development activities and pursuing growth opportunities through strategic transactions or business development arrangements, in a timely manner. Consistent with our past practice, the Board of Directors will only authorize issuances of securities under a General Mandate if it determines that such issuances are in the best interests of the Company and its shareholders. The Board of Directors has no immediate plans, arrangements, or understandings to issue any shares pursuant to a General Mandate, and we are not asking shareholders to approve a specific issuance of shares. Further, the Company does not intend to issue any shares under a General Mandate at a discount of more than 10% to the benchmarked price as described in Rule 13.36(5) of the HK Listing Rules, being the higher of the closing price on the date of issue and the average closing price in the 5 trading days immediately prior to the date of issue. In accordance with the HK Listing Rules, it is a customary practice for primary-listed companies on the Hong Kong Stock Exchange to seek shareholder authority to issue up to 20% of their total issued shares as of the date of the resolution granting the mandate and for such authority to remain effective until the next annual meeting of shareholders, unless otherwise revised or revoked or modified by shareholders at a general meeting. Our shareholders have approved such a 20% General Mandate at each annual meeting since we became primary listed on the Hong Kong Stock Exchange in 2022. The General Mandate of up to 20% that shareholders approved at our 2024 annual meeting will expire on the date of our 2025 Annual Meeting. This year, in recognition of differing preferences and levels of comfort with respect to a General Mandate across our diverse global shareholder base, we are seeking shareholder approval for continuing authority for the Board of Directors to authorize the Company to issue new shares and/or resell treasury shares (as defined in the HK Listing Rules) (the “treasury shares”) of up to 10% of our issued shares (excluding treasury shares) where the price of any such share issuance will not be discounted by more than 10% to the benchmarked price described above. In order to give the Company flexibility to allot and issue ordinary shares and/or ADSs if and when appropriate and in accordance with the HK Listing Rules, the Board of Directors recommends shareholder approval of a General Mandate of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting. If approved in accordance with the Hong Kong Stock Exchange requirements and HK Listing Rules, the General Mandate shall remain in force until the next annual general meeting, unless otherwise earlier revised or revoked by shareholders at a general meeting. Pursuant to this proposal, assuming for illustrative purposes that our total issued shares remain unchanged from April 11, 2025 to the date of the Annual Meeting (i.e., 1,101,283,740 ordinary shares) and the Company does not have treasury shares, the Company will be allowed to issue new shares and/or resell treasury shares of up to a maximum of 110,128,374 ordinary shares. For clarity, this authority will include the authority to issue securities convertible into shares of common stock, or options, warrants, or similar rights to subscribe for shares of common stock or such convertible securities of the Company and to make or grant offers, agreements, and/or options (including bonds, warrants, and debentures convertible into shares of common stock), subject to the limitations described in the resolution above. Approval of Proposal 13 requires the favorable vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person, virtually, or by proxy at the Annual Meeting. Broker non-votes and abstentions with respect to these proposals will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF A GENERAL MANDATE TO ISSUE NEW SHARES AND/OR RESELL TREASURY SHARES UP TO 10% OF THE TOTAL NUMBER OF ISSUED ORDINARY SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES) AS OF THE DATE OF THE ANNUAL MEETING.

  32. Election of Directors

    Election of Directors The Board of Directors currently consists of nine members. The Current Articles provide that unless otherwise determined by the Company in a general meeting, the number of directors shall be not less than one or more than ten. Upon the retirement of our former director Professor Chen on December 31, 2024, the Board decided to reduce the current Board size from ten directors to nine directors. We are not subject to any contractual obligations regarding the election of our directors. Our Nominating and Corporate Governance Committee and Board of Directors may consider a broad range of factors relating to the qualifications and background of nominees, as further set forth below under Director Nominations. The laws of the Cayman Islands do not require an annual election of directors, and the Current Articles provide that each Director shall be elected annually for terms expiring at the next annual general meeting of the Company, at which he or she may be eligible for re-election or until the earlier of their resignation or removal. The Current Articles provide that (1) the shareholders requisitioning a general meeting of shareholders may put forward resolutions to appoint or remove directors (with or without cause), and (2) at that meeting so convened, the shareholders of the issued shares as of the applicable record date may by ordinary resolution approve the removal of directors. Shareholders holding in aggregate not less than one-tenth of the voting rights of shares issued and entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders in accordance with the Current Articles. Additionally, the Current Articles provide that any vacancy on the Board of Directors, including a vacancy resulting from an enlargement of the Board of Directors, may be filled by ordinary resolution or by vote of a simple majority of our remaining directors present and voting at a meeting of the Board of Directors.

  33. Director Nominations

    Director Nominations The Board of Directors is responsible for nominating and recommending director candidates to the Company’s shareholders for election at the annual general meeting or for appointing directors to the Board to fill a vacancy or as an addition to the existing Board between annual general meetings. The Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility to identify, evaluate, and recommend director candidates to the Board of Directors for their consideration, as deemed appropriate. From time to time, the Nominating and Corporate Governance Committee utilizes third-party search firms to identify director candidates. The Board of Directors has adopted Corporate Governance Guidelines that include, among other things, the criteria that the Nominating and Corporate Governance Committee will consider in recommending candidates to the Board of Directors and that the Board of Directors will consider in nominating and recommending candidates to the Company’s shareholders for election. The Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility for reviewing, on an annual basis, the qualification criteria for the Board of Directors as a whole and its individual members and recommending any changes to the Board of Directors for approval. In identifying director candidates, the Board of Directors and the Nominating and Corporate Governance Committee may consider any factors that they deem appropriate in the context of the needs of the Board of Directors and the overall diversity and composition of the Board of Directors. Such factors may include, but are not limited to, the candidate’s qualifications, skills, expertise, experience, integrity, independence (including any actual or perceived conflicts of interest), and time availability in light of other commitments, including service on other boards. Diversity may be considered across multiple dimensions, including diversity in experiences, perspective, and skills as well as diversity with respect to other background characteristics such as gender, age, culture, ethnicity, and nationality. Overall, the Board of Directors and Nominating and Corporate Governance Committee will be guided to select and recommend director candidates that they determine are best suited to meet the needs of the Board of Directors and further the interests of our shareholders through their established record of professional accomplishment, ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape, and professional and personal experiences and relevant expertise.

  34. Director Nominations by Shareholders

    Director Nominations by Shareholders Any shareholder wishing to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should provide the following information within the time frame set forth for shareholder proposals and in accordance with our Articles of Association to Zai Lab Limited, 314 Main Street, Fourth Floor, Suite 100, Cambridge, MA 02142, Attention: Chief Legal Officer & Corporate Secretary: (a) the name and address of record of the shareholder; (b) a representation that the shareholder is a record holder of our securities or, if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act; (c) the candidate’s name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the past five years; (d) a description of the qualifications and background of the candidate that addresses the criteria for board membership approved by the Board of Directors; (e) a description of all arrangements or understandings between the shareholder and the candidate; (f) the consent of the candidate (1) to be named in the proxy statement for our next general meeting and (2) to serve as a director, if elected at that meeting; and (g) and any other information regarding the candidate that is required to be included in a proxy statement filed pursuant to SEC rules and HK Listing Rules. The Nominating and Corporate Governance Committee may seek further information from or about the shareholder making the recommendation, the candidate, or any such other beneficial owner, including information about all business and other relationships between the candidate and the shareholder and between the candidate and any such other beneficial owner. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders or other sources in the same manner as nominees identified by the Nominating and Corporate Governance Committee.

  35. Our Corporate Governance Practices

    Our Corporate Governance Practices We seek to implement and follow corporate governance practices in line with best practices in our industry. The Board of Directors has adopted Corporate Governance Guidelines, which are available on our website at https://ir.zailaboratory.com/corporate-governance/highlights. The Board of Directors periodically reviews and updates these Guidelines, as deemed appropriate, such as in consideration of evolving legal and regulatory requirements and corporate governance best practices. Our corporate governance practices include the following: •Each of our directors is independent, except for the Chairperson who also serves as our CEO; •The Board of Directors has a lead independent director to, among other things, lead meetings of the Board when the Chairperson is not present, serve as liaison between the Chairperson and independent directors, and preside over executive sessions of our independent directors; •Our directors are elected annually; •The Audit, Nominating and Corporate Governance, and Compensation Committees are comprised solely of independent directors; •Each of the Board Committees operates pursuant to a written charter that has been approved by the Board of Directors and is available on our website; •Independent directors meet regularly without management; •The Company provides new directors with a director orientation program to help familiarize them with our business, policies, and procedures and makes available to directors continuing education programs; •The Board and Committees are provided access to senior management as well as independent advisors as necessary to perform their duties and, for Committees, in accordance with their respective charters; •The Board of Directors and Board Committees conduct an annual self-evaluation; and •The Board periodically reviews the Company’s succession planning.

  36. Director Independence

    Director Independence The Board of Directors has determined that all members of the Board of Directors, except Samantha (Ying) Du, our Chairperson and CEO, are independent, as determined in accordance with Nasdaq requirements and the HK Listing Rules. In making this independence determination, the Board of Directors considered the relationships that each such director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each director. In considering the independence of the directors listed above, the Board of Directors considered the association of our directors with the holders of more than 5% of our share capital. None of the directors has any relationship with any other director, senior management, or substantial shareholder of the Company. We expect that the composition and functioning of the Board of Directors and each of our committees will continue to comply with applicable SEC rules and regulations, HK Listing Rules, and Nasdaq and Hong Kong Stock Exchange requirements. There are no family relationships among any of our directors or executive officers or senior management. The Board of Directors also considered each director’s tenure on the Board of Directors when considering independence. In this regard, we note that Ms. Leung has been a member of the Board of Directors since August 2014 and an independent director since July 2020. The Board of Directors believe that Ms. Leung continues to provide valuable guidance and perspective to the Company in her capacity as an independent director. The Board of Directors has also received from Ms. Leung a confirmation of independence according to Rule 3.13 of the HK Listing Rules. Taking into account that Ms. Leung (i) does not have any relationship with any directors, senior management, or substantial shareholders of the Company; (ii) is not and has not involved in any relationships or circumstances which would interfere with the exercise of her independent judgement as an independent director; and (iii) has been providing objective and independent views and guidance to the Company as mentioned above during her tenure of office as an independent director, the Board of Directors considers that Ms. Leung is still independent and the long service of Ms. Leung does not diminish her independence or affect her exercise of independent judgment, and her continued tenure will continue to provide valuable contributions to the Board and its diversity.

  37. 2024 Say-on-Pay Vote and Shareholder Engagement

    2024 Say-on-Pay Vote and Shareholder Engagement The Compensation Committee remains committed to maintaining an open dialogue with the investor community. We regularly engage with our shareholders to discuss business topics, seek feedback on our performance, and address matters such as executive compensation. In line with our commitment to ongoing dialogue and responsiveness to investor feedback, we continued our shareholder engagement efforts following our most recent say-on-pay vote, which received “FOR” votes equal to 67.7% of the votes cast in 2024. Throughout 2024, our Board of Directors and management made themselves available to engage with shareholders, offering the flexibility to meet jointly or separately based on investor preferences. We initiated contact with shareholders representing approximately 52% of our outstanding shares, and we met with any shareholder that expressed an interest in meeting. In response to our outreach, our shareholders generally noted that they had no concerns or questions that would warrant a conversation during these off-season shareholder engagement efforts. However, in consideration of shareholder feedback received over the past several years, we refined our program in 2024 and 2025 to be responsive to that shareholder feedback, as discussed below. We are committed to having an open dialogue with our shareholders, and the Compensation Committee will continue to assess and refine the Company’s executive compensation program to meet the Company’s executive compensation objectives, considering the current business needs and macroenvironment, shareholder feedback, and input from the Compensation Committee’s independent compensation consultant. What We Heard and How We Responded Our ongoing engagement with shareholders has been instrumental in shaping recent enhancements to our executive compensation program. Based on investor feedback, the Compensation Committee made refinements to the Company’s executive compensation program in 2024 and 2025, including increasing the weighting of corporate performance for the 2024 annual incentive awards and adding performance share units (“PSUs”) into the annual long-term incentive (“LTI”) mix for 2025 to further align executive compensation and Company performance.

  38. 2024 Say-on-Pay Vote and Shareholder Engagement

    | What We Heard | How We Responded | | Shareholders appreciate the use of both quantitative and qualitative metrics in determining annual incentives, but would like more emphasis on and accountability for corporate results for our CEO. | Beginning with the annual cash incentive award for 2024, to further emphasize and promote CEO accountability for corporate results, the Board of Directors decided in 2024 to change the weighting of corporate and individual performance for the CEO by increasing the weighting for corporate performance from 75% to 90% and reducing the weighting for individual performance from 25% to 10%. After further consideration, the Board of Directors subsequently decided to eliminate the individual performance component of the CEO’s annual incentive award beginning with her 2024 annual cash incentive award. For all other NEOs, the Compensation Committee increased the weighting of corporate performance from 60% to 80% and reduced the weighting of individual performance from 40% to 20%. | | Shareholders recognized that introducing PSUs must be timed appropriately, but sought greater transparency into how the Compensation Committee determines the mix of equity awards. While they understood the rationale for not including PSUs in the executive compensation program previously, they continued to express a preference for incorporating PSUs into long-term incentives as the Company matures. | •Each year, the Compensation Committee considers a variety of vehicles to help the Company best achieve its goals of attracting, retaining, and motivating strong leaders who perform at high levels and succeed in a demanding business environment. In 2024, the Compensation Committee approved a mix of stock options and RSUs after considering market practices in our peer group as well as the stage of development of the Company. However, the Compensation Committee remained committed to evolving the Company’s equity mix over time and, as our business continues to evolve, to align with market best practices for our industry and support our business priorities at the time and leadership talent retention objectives. | | | •Beginning with the annual long-term incentive awards granted in 2025, the Compensation Committee approved the introduction of PSUs as a component of long-term incentive awards to further strengthen the alignment of executive compensation with performance and shareholder expectation. |

  39. 2025 Compensation Decisions

    2025 Compensation Decisions In early 2025, after considering several factors including market data provided by its independent compensation consultant, the Compensation Committee approved the following compensation decisions for 2025, which the Compensation Committee believes are aligned with the views shared by our stockholders in recent years: •No 2025 Compensation Increases for NEOs. The Compensation Committee decided to not increase 2025 base salaries, target bonus opportunities or the long-term incentive award values of the NEOs, including the CEO, as compared to 2024. •CEO Bonus Based Only on Company Performance. Consistent with the 2024 design and to emphasize and promote CEO accountability for corporate results, the CEO’s annual bonus will be based entirely on corporate performance. In addition, the weighting for the other NEOs will continue to be 80% corporate performance and 20% individual performance in order to tie a portion of their bonus to their success in their functional areas of responsibility, while still focusing the executive team on the Company’s overall performance. •Introduction of PSUs. The Compensation Committee approved the grant of PSUs to the NEOs beginning in 2025 in order to further strengthen the alignment between executive compensation, Company performance, and shareholder expectations. PSUs constitute up to 25% of the total equity mix for our NEOs in 2025 and will vest on the three-year anniversary of the grant date, subject to satisfaction of performance targets during 2025 relating to clinical and pipeline strategic metrics (40%), revenue metrics (30%), and profit metrics (30%). This structure is designed to reinforce sustained performance accountability, strengthen shareholder alignment, and supports the Company’s long-term value creation strategy.

  40. Principal Objectives of Our 2024 Compensation Program

    Principal Objectives of Our 2024 Compensation Program Our executive compensation program is designed to drive the creation of long-term shareholder value by awarding compensation that is designed to attract, retain, and motivate strong leaders who perform at high levels, help us deliver on our corporate mission and objectives, and succeed in a demanding international business environment. In structuring our executive compensation program, our Compensation Committee considers the unique characteristics of the Company and the significant competition for top talent in our industry; the challenges of recruiting, retaining, and motivating executives in an industry that generally has significant risks and longer business cycles than other commercial industries; and evolving compensation governance and best practices. In addition, as a company incorporated in the Cayman Islands, with a substantial presence in Greater China and the United States and dual-primary listing on Nasdaq and the Hong Kong Stock Exchange, our leadership team must also possess, in addition to deep knowledge of the U.S. and Hong Kong securities laws and governance requirements, the global perspectives and expertise required to navigate geopolitical challenges and to address novel and complex issues amid the evolving global regulatory landscape. Because the Company is designing an executive compensation program to attract, retain, and motivate global talent, with specific knowledge of the evolving Chinese regulatory and operating environment, the Company’s executive compensation program may differ from our U.S. peers to reflect the competitive market in China, the need to attract a global skillset with deep knowledge of both U.S. and Chinese regulatory regimes, and the Company’s desire to incentivize an entrepreneurial mindset to encourage actions that support our long-term growth and strategy. For these reasons, the Compensation Committee looks at the totality of factors the Company faces when it considers and determines executive compensation. Our executive compensation program in 2024 was: •Mission Focused and Business Driven. Our executive compensation program focused on whether we met our corporate performance goals and whether each named executive officer achieved his or her individual performance goals. These goals are designed to support the annual and long-term objectives of our business, including the discovery, development, and commercialization of innovative products to address significant unmet medical needs in our key therapeutic areas. We seek to provide an executive compensation program that contributes to building and sustaining a foundation for long-term success. •Market Competitive. While we do not benchmark our compensation, or its components, to a specific market percentile of compensation within our peer group, we consider the executive compensation programs of our peer group in making executive compensation determinations. Broader market data, as further described below, is also considered in order to provide additional context for our executive compensation decisions, considering the unique characteristics of the Company and the need to attract, retain, and motivate executives with a global skillset with deep knowledge of both U.S. and Chinese regulatory regimes. Peer group and market practices are among the many factors we consider in developing an executive compensation program that is designed to enable us to recruit, retain, and motivate our leadership team to achieve our business objectives and enhance shareholder value. •Performance Focused. We believe strongly in pay-for-performance and endeavor to provide our named executive officers with higher levels of compensation when our business goals and any personal performance objectives are met or exceeded and with lower levels of compensation when such corporate or individual performance does not meet our expectations and goals. Each performance factor is weighted separately in determining whether annual bonuses have been earned. •Aligned with Shareholders. We believe every employee contributes to our success and, as such, we have endeavored to design a compensation program that provides every employee with a vested interest in our success. For members of our executive team, including our named executive officers, a significant portion of their total compensation is equity-based to promote further alignment between the interests of our executive officers and our shareholders.

  41. The Decision-Making Process

    The Decision-Making Process The Compensation Committee works closely with its independent compensation consultant, as well as with management, to evaluate the effectiveness of the Company’s executive compensation program. The duties and responsibilities of the Compensation Committee are documented in the Compensation Committee’s written charter, which was adopted by the Board of Directors and can be found on our website, www.zailaboratory.com, under the “Corporate Governance” subsection of the “Investors” section. Role of Compensation Committee. The Compensation Committee reviews, on an annual basis, our executive compensation program in light of our business goals and objectives and the business results and corporate performance goals we achieved for the year in order to establish the compensation for our named executive officers. In setting compensation, the Compensation Committee may, in its discretion, adopt or recommend to the Board of Directors the adoption of, new or amended elements of our executive compensation program, to the extent our business goals and objectives have changed. In making executive compensation decisions, the Compensation Committee reviews a variety of factors and compensation-related data, including information obtained from our peer group companies and other market data such as compensation surveys comprising companies with a similar size, complexity, and industry focus as us. In setting compensation, the Compensation Committee also considers our Company’s performance with respect to our annual corporate performance goals as well as individual performance. Based on this assessment of corporate and individual performance, the Compensation Committee will determine (or recommend to the Board of Directors in the case of the CEO) the amount of total compensation that it deems appropriate for each executive officer as well as how such compensation should be allocated between cash and non-cash compensation and among the different forms of non-cash compensation. In addition, the Compensation Committee reviews our annual bonus plan and our equity incentive plan, assesses the business achievements relevant to granting awards under these plans, and makes recommendations to the Board of Directors with respect to the Company’s overall compensation policies and practices. Role of our CEO. Each year, our CEO provides the Compensation Committee with an assessment of the Company’s performance relative to its corporate goals for the most recently completed fiscal year as well as the individual performance of each named executive officer, other than herself, and recommends to the Compensation Committee the compensation to be paid or awarded to each named executive officer, other than herself. Our CEO’s recommendations are based on numerous factors, including: •Company, team, and individual performance; •internal pay comparisons; •potential for future contributions; •leadership competencies; and •external market competitiveness. In consideration of the CEO’s recommendations and other factors, the Compensation Committee will make the final determinations regarding the compensation of our named executive officers, other than our CEO, and will make a recommendation to the Board of Directors for the compensation to be paid or awarded to our CEO. The Board of Directors is responsible for making the final determination regarding our CEO’s compensation. Our CEO does not participate in any deliberations regarding her own compensation. Role of the Independent Compensation Consultant. The Compensation Committee believes that independent advice is important in developing and overseeing our executive compensation program. The Compensation Committee has engaged Pearl Meyer to provide consulting services in relation to executive and director compensation decisions. Pearl Meyer reports directly to the Compensation Committee and only provides services to us on such matters as needed and as directed solely by the Compensation Committee. These services include providing guidance on trends in CEO, executive, and non-employee director compensation; the development of the specific components of our executive compensation program; and a competitive market assessment of our executive compensation program, including the composition of our compensation peer group. The Compensation Committee has assessed the independence of Pearl Meyer in accordance with applicable SEC and Nasdaq rules and confirmed that Pearl Meyer’s work does not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.

  42. External Market Competitiveness and Compensation Peer Group

    External Market Competitiveness and Compensation Peer Group We consider market practices and trends when designing our executive compensation programs and determining executive compensation levels. We consider competitive ranges for each position when we make executive compensation decisions and review external market practices as a reference point to assist us in designing an executive compensation program that is tailored to the unique characteristics of our Company and is intended to attract, retain, and motivate talented leaders. To understand the external market competitiveness of the compensation for our named executive officers, the Compensation Committee reviews reports analyzing publicly available information and surveys prepared by Pearl Meyer. These reports compare the compensation of each named executive officer to data available for comparable positions at companies in our peer group and, in certain circumstances, the broader market, by compensation element. To determine our 2024 peer group, we identified comparable companies that approximate (i) our scope of business, including revenues and market capitalization, (ii) our global geographical reach, (iii) our research-based business with multiple marketed products, and (iv) a comparable pool of talent for which we compete. In 2023, the Compensation Committee, with support from our independent compensation consultant, conducted an in-depth analysis to determine the appropriate peer group to evaluate 2024 compensation decisions in the context of the Company’s business strategy and operating parameters. The purpose of the peer group analysis was to enable the Company to use the appropriate comparator group and third-party data sources for our annual assessment of executive compensation. Following this analysis, the Compensation Committee determined that our peer group should be updated to reflect the Company’s current size and scope of our business. For example, we expanded our peer group and added certain companies that were deemed comparable in size and business scope (these new companies denoted with two asterisks in the table below), and we removed certain companies that were no longer deemed comparable in size or that had been acquired. The peer group used to evaluate 2024 executive compensation decisions consisted of the following 20 companies*:

  43. External Market Competitiveness and Compensation Peer Group

    | ACADIA Pharmaceuticals, Inc. | Insmed Incorporated | | Agios Pharmaceuticals, Inc. | Ionis Pharmaceuticals, Inc.** | | Alkermes plc** | Mirati Therapeutics, Inc. | | Amicus Therapeutics, Inc. | Neurocrine Biosciences, Inc. | | Apellis Pharmaceuticals, Inc. | PTC Therapeutics, Inc. | | BeiGene, Ltd. | Sarepta Therapeutics, Inc. | | BioCryst Pharmaceuticals, Inc. | Travere Therapeutics, Inc.** | | Blueprint Medicines Corporation | Ultragenyx Pharmaceutical Inc. | | Deciphera Pharmaceuticals, Inc.** | Vir Biotechnology, Inc. | | Exelixis, Inc. | Xencor, Inc.** |

  44. External Market Competitiveness and Compensation Peer Group

    *Removals from the peer group in 2024 include Alnylam Pharmaceuticals, Inc., argenx SE, CanSino Biologics, Inc., Innovent Biologics, Inc., and Shanghai Junshi Biosciences Co., Ltd. ** Represents new peer group members in 2024. Deciphera Pharmaceuticals, Inc. was acquired in June 2024 by Ono Pharmaceutical Co., Ltd. For each of the companies in our peer group, we analyzed available data to identify comparable executive officers. We then compiled and analyzed the data for each comparable position. Our competitive analysis included the structure and design of the executive compensation programs as well as the targeted value of the compensation under these programs. For our executive officers, we may supplement the data from our peer group with size appropriate published compensation surveys from the life sciences sector. While the Compensation Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels. The factors that influence the amount of compensation awarded include, but are not limited to: •Market competition for a particular position; •Experience and past performance inside or outside the Company; •Roles and responsibilities within the Company; •Tenure with the Company and associated institutional knowledge; •Long-term potential with the Company; •Innovative thinking and leadership; •Industry expertise; •Personal performance and contributions; •Succession planning; •Past and future performance objectives; and •Value of the position within the Company.

  45. Annual Base Salary

    Annual Base Salary The Compensation Committee seeks to maintain the annual base salaries that we pay to our new and existing named executive officers at competitive levels. For 2024, the Board of Directors, in consideration of the recommendation by the Compensation Committee, reviewed the base salaries of chief executive officers in our peer group relative to Dr. Du’s compensation and considered Dr. Du’s capabilities, performance, and future expected contributions. Based on this analysis, the Board of Directors approved an increase to Dr. Du’s base salary to reflect her continued positive contributions and to better align this element of her compensation with the market. The Compensation Committee undertook a similar, individualized review of each other named executive officer’s capabilities, performance, roles and responsibilities, and future expected contributions, as well as considering their base salaries compared to peer group compensation data, when approving the base salaries for our other named executive officers. Based on this analysis, the Compensation Committee approved increases to base salary for Drs. Chen and Amado and Mr. Smiley, in light of their continued positive contributions and to better align this element of their compensation with the market, with a larger increase for Dr. Chen in light of her increased responsibilities related to her promotion to Chief Financial Officer in July 2023. Below are the annual base salaries for our named executive officers in 2024 and 2023 and the percentage changes in annual base salary, where applicable.

  46. Annual Base Salary

    | Name | Base Salary as of December 31, 2024 | Base Salary as of December 31, 2023 | Percentage Increase | | Samantha (Ying) Du | $908,730 | $878,000 | 3.5% | | Yajing Chen | $520,000 | $450,000 | 15.6% | | Rafael Amado | $641,700 | $620,000 | 3.5% | | F. Ty Edmondson* | $590,877 | N/A | N/A | | Josh Smiley | $672,750 | $650,000 | 3.5% |

  47. Annual Base Salary

    *Mr. Edmondson was not a named executive officer in 2023; accordingly, no base salary is shown for 2023.

  48. Annual Incentive Awards (Bonuses)

    Annual Incentive Awards (Bonuses) Our annual bonus program is designed to motivate and reward our named executive officers for achievement of performance that supports short- and long-term value creation for the Company. Target annual bonus opportunities are based on a percentage of the named executive officer’s base salary and their respective roles and responsibilities. Actual awards are determined based on the Compensation Committee’s assessment of corporate and individual performance and can range from 0% to 150% of target depending on performance. CEO Annual Incentive Award. For 2024, in consideration of a variety of factors, including shareholder feedback, the Compensation Committee recommended, and the Board of Directors approved, the elimination of the individual performance component from the CEO’s annual incentive award such that her annual incentive award payout opportunity is tied entirely to corporate performance (prior to this elimination, individual performance would have constituted 10% of her 2024 annual incentive award). In 2023, the CEO’s annual incentive award was weighted 75% corporate performance and 25% individual performance. Annual Incentive Award for Other NEOs. For 2024, the annual incentive awards for our other named executive officers were weighted 80% for corporate performance and 20% for individual performance, as compared to 60% and 40%, respectively, under the 2023 annual incentive award program. The target bonus percentages range from 45% to 60% of annual base salary, which were unchanged from 2023, other than the target for Dr. Chen which increased from 40% to 45% to enhance her competitive positioning and promote alignment relative to the market for her role as Chief Financial Officer. The table below shows the 2024 target annual incentive awards for each named executive officer.

  49. Annual Incentive Awards (Bonuses)

    | Name | Target Percentage | Target Amount | | Samantha (Ying) Du | 90% | $817,857 | | Yajing Chen | 45% | $234,000 | | Rafael Amado | 50% | $320,850 | | F. Ty Edmondson | 45% | $265,895 | | Josh Smiley | 60% | $403,650 |

  50. Annual Incentive Awards (Bonuses)

    Corporate Performance Goals and Results. Each year, we establish key corporate strategic goals that are aligned with Company-wide incentives relating to significant business objectives. These goals may fall into several categories, including goals related to our commercial and financial performance, the advancement of our pipeline, including clinical and regulatory developments, and the expansion of our pipeline through business development and internal discovery activities. The Compensation Committee determines the specific goals and related weightings for annual incentive awards based on management input at the beginning of the year and a desire to reflect core performance measures and priorities for the business for the fiscal year, including our commitment to compliance, and to set goals that we believe will best support short-, medium-, and long-term value growth. The goal-setting process for 2024 was rigorous, involving lengthy discussions and a review of multiple data points, including our corporate strategy, product expectations, and overall market potential. The Compensation Committee may also consider other key achievements during the year in assessing overall corporate performance. The goals were designed to be challenging but achievable with strong management performance and the successful execution of our 2024 corporate strategic goals. The Compensation Committee reviewed our performance with respect to our 2024 corporate goals and concluded that the Company had achieved most of these goals as well as significant successes beyond these goals. Based on this level of achievement, the Compensation Committee then determined that the corporate multiplier for the corporate performance element of our named executive officers’ annual incentive awards was 103%. The discussion below outlines the Company’s 2024 corporate goals and target percentage weighting as well as our progress and achievement with respect to these goals and the related score achieved.

  51. Corporate Functions (Score: 17.0%; Target: 15.0%)

    Corporate Functions (Score: 17.0%; Target: 15.0%) Goals: Deliver operating profit target; execute capital strategy, such as to meet working capital needs; operate within budget; continue to drive efficiency and productivity; and achieve other corporate, functional, HR, IT, ESG, legal, and compliance objectives Achievements: The Company exceeded operating target goals, with operating expenses significantly below budget driven by our focus on increased efficiency and productivity; successfully executed on its capital strategy, ending the year with a strong cash and cash equivalents balance of $790.2 million; continued to deliver on its ESG goals; uplifted business operation efficiency; and efficiently supported corporate needs, including with respect to human capital needs and talent development and legal and compliance objectives. The Compensation Committee also considered the Company’s capital raising efforts as an additional achievement that was above and beyond the development goals approved by the Compensation Committee for 2024. Total Corporate Performance Score: 103%. Individual Performance. Upon review of the individual performance of each named executive officer, other than the CEO, the Compensation Committee determined that with respect to each such NEO’s functional area of responsibility, the NEO’s individual performance had achieved or exceeded expectations for the 2024 performance year. As noted above, the CEO’s annual incentive award for 2024 was based solely on corporate performance. 2024 Annual Incentive Award Payouts. Actual awards were then determined based on the corporate and individual performance ratings described above. Actual award payouts ranged between approximately 102% and 107% of target bonuses as shown in the table below. The table below shows the 2024 target annual bonus and actual bonuses earned for our named executive officers.

  52. Corporate Functions (Score: 17.0%; Target: 15.0%)

    | Name* | Target Percentage | Corporate Performance Multiplier (%) | Individual Performance Multiplier (%) | Actual (as a % of Target) | Actual Award Payout ($) | | Samantha (Ying) Du | 90% | 103% | N/A | 103% | 842,393 | | Yajing Chen | 45% | 103% | 100% | 102% | 239,616 | | Rafael Amado | 50% | 103% | 125% | 107% | 344,593 | | F. Ty Edmondson | 45% | 103% | 125% | 107% | 285,571 | | Josh Smiley | 60% | 103% | 125% | 107% | 433,520 |

  53. Corporate Functions (Score: 17.0%; Target: 15.0%)

    * The 2024 annual incentive award for our CEO was weighted 100% for corporate performance. The annual incentive awards for our other named executive officers were weighted 80% for corporate performance and 20% for individual performance.

  54. Equity Incentive Compensation

    Equity Incentive Compensation Equity incentive compensation comprises a significant portion of total target direct compensation for our named executive officers. Such equity compensation directly aligns the interests of the named executive officers with those of our shareholders. Each year, the Compensation Committee considers a variety of factors, including the Company’s stage of development and business needs and objectives, market practices in our peer group, and experience and past performance, to determine the type and mix of equity awards that it believes will best support the Company in achieving its goals of attracting, retaining, and motivating strong leaders who perform at high levels and succeed in executing on our corporate strategic goals in a demanding business environment. For 2024, we granted equity incentive awards using a mix of 50% service-based stock options (“stock options”) and 50% restricted share units (“RSUs”), other than in the case of our CEO, who received target equity incentive awards for 2024 using a mix of approximately 75% stock options and 25% RSUs. This mix delivers a significant portion of the CEO’s compensation in the form of performance-based compensation as stock options only have value if our stock price appreciates following the grant date. RSUs are included as the remaining component of the 2024 equity incentive awards, with 50% weighting for the named executive officers other than the CEO, to support the Company’s compensation philosophy of providing market‑competitive compensation in order to attract and retain highly motivated talent, while still delivering at‑risk compensation tied to the Company’s stock price performance.

  55. Equity Incentive Compensation

    | Equity Vehicle | What It Does | Design Details | | Stock Options | Rewards for stock appreciation and continued service over the vesting period | Exercise price per Share: See table below Vesting: 25% per year on the anniversary of the date of the grant, subject to continued employment with the Company on the vesting date Exercise term: 10 years | | RSUs | Supports leadership retention objectives and further aligns interests of executives with shareholders as the RSUs fluctuate based on our share price performance | Vesting: 25% per year on the anniversary of the date of the grant, unless otherwise noted below, subject to continued employment with the Company on the applicable vesting date |

  56. Equity Incentive Compensation

    2024 Equity Incentive Awards. In determining the total amount and mix of annual equity grants to our named executive officers, in April 2024, the Compensation Committee (or the Board of Directors with respect to the CEO) considered corporate and individual performance, the equity incentive awards granted to comparable executive officers of our peer group companies and, in certain circumstances, broader market data, as well as the retentive value of outstanding equity. In general, equity incentive awards constitute the largest component of our executive compensation program in order to better align the interests of our executives with those of our shareholders. The target equity incentive awards granted during 2024 to our named executive officers are set forth in the table below:

  57. Equity Incentive Compensation

    | Name | Stock Options* | RSUs* | Total Target Value | | Samantha (Ying) Du** | $6,611,080 | $1,888,920 | $8,500,000 | | Yajing Chen | $1,050,000 | $1,050,000 | $2,100,000 | | Rafael Amado | $1,490,000 | $1,490,000 | $2,980,000 | | F. Ty Edmondson | $1,050,000 | $1,050,000 | $2,100,000 | | Josh Smiley | $2,447,000 | $2,447,000 | $4,894,000 |

  58. Equity Incentive Compensation

    * The stock options are exercisable for ADSs, and each RSU represents a contingent right to receive one ADS. The actual number of ADSs granted was determined by dividing the corresponding allocation of the target value by a 30-trading-day average of the closing price of our common stock (“30-Day Average”). The target award value differs from the amounts reported in the 2024 Summary Compensation Table as SEC rules require that the amounts reported in the 2024 Summary Compensation Table be reported based on the grant date fair value calculated in accordance with accounting rules, which is based on the stock price on the date of grant. Additional details on amounts of the 2024 equity grants to our named executive officers are shown in Executive Compensation Tables – 2024 Grants of Plan-Based Awards. ** Dr. Du’s annual RSU award was granted in two tranches in 2024, as shown in Executive Compensation Tables – 2024 Grants of Plan-Based Awards.

  59. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our named executive officers that govern the terms and conditions of their service relationship with us, including the terms and conditions related to their compensation and benefits. The term of Dr. Du’s employment is without a fixed period and subject to a specified notice period only. The compensation received by our named executive officers in accordance with these employment agreements is disclosed elsewhere in this CD&A. Each of our named executive officers is afforded severance protection through his or her employment agreement. These severance protections are described in more detail below in Potential Payments Upon Termination or Change in Control.

  60. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the compensation paid to, received by or earned during each of the fiscal years set forth below by our named executive officers:

  61. 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Samantha (Ying) Du, | 2024 | $901,048 | — | $1,674,180 | $5,645,158 | $842,393 | $17,169 | $9,079,948 | | Chief Executive Officer and Chairperson of the Board of Directors | 2023 | $868,500 | — | $1,901,226 | $8,442,237 | $815,882 | $14,440 | $12,042,285 | | | 2022 | $830,000 | — | $10,529,796 | $8,015,244 | $831,600 | $5,501 | $20,212,141 | | Yajing Chen | 2024 | $502,500 | — | $920,118 | $945,686 | $239,616 | $17,250 | $2,625,170 | | Chief Financial Officer | 2023 | $424,445(4) | — | $467,350 | $922,620 | $183,617 | $16,500 | $2,014,532 | | Rafael Amado | 2024 | $636,275 | — | $1,305,698 | $1,341,975 | $344,593 | $17,250 | $3,645,791 | | President, Head of Global Research and Development | 2023 | $620,000 | $600,000(5) | $732,098 | $2,532,664 | $364,560 | $16,500 | $4,865,822 | | | 2022 | $2,385 | — | $3,868,200 | $3,631,121 | — | — | $7,501,706 | | F. Ty Edmondson | 2024 | $585,882 | | $920,118 | $945,686 | $285,571 | $17,250 | $2,754,507 | | Chief Legal Officer and Corporate Secretary | | | | | | | | | | Josh Smiley | 2024 | $667,063 | | $2,144,323 | $2,203,908 | $433,520 | $17,250 | $5,466,064 | | President and Chief Operating Officer | 2023 | $637,500 | $150,000(6) | $970,291 | $3,356,619 | $419,640 | $16,500 | $5,550,550 | | | 2022 | $250,000 | $250,000(6) | $3,639,510 | $4,009,898 | $142,101 | $5,008 | $8,296,517 |

  62. 2024 Summary Compensation Table

    (1)Reflects the aggregate grant date fair value of restricted share awards, restricted share unit awards, performance share unit awards, and stock options granted during the applicable fiscal year, computed in accordance with ASC Topic 718. The underlying valuation assumptions for equity awards granted during 2024 are further discussed in Note 15 in our 2024 Annual Report on Form 10-K. (2)Reflects amounts earned by each of the named executive officers under our annual bonus plan for the applicable fiscal year. (3)For Drs. Du, Chen, and Amado, and Messrs. Edmondson and Smiley, the amounts for 2024 reflect Company contributions made under the Company’s 401(k) plan on behalf of the participating named executive officer. (4)Dr. Chen was promoted from Deputy Chief Financial Officer to Chief Financial Officer, effective July 7, 2023. Her salary was pro-rated for her periods of service in these roles in 2023. (5)Reflects a cash sign-on award paid in January and March 2023 in connection with the commencement of Dr. Amado’s employment. (6)Reflects a cash sign-on award paid in August 2022 and August 2023 in connection with the commencement of Mr. Smiley’s employment.

  63. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table reports potential payouts for annual incentive awards made under our annual bonus program for our named executive officers in 2024 and stock options and RSUs that were granted during 2024 to our named executive officers:

  64. 2024 Grants of Plan-Based Awards

    | Name and Award (Type) | Grant Date (1) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($)(2) | | | All Other Stock Awards: No of Shares of Stock or Units (3) | All Other Option Awards: No. of Securities Underlying Options (3) | Exercise or Base: Price of Option Awards ($) (3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold | Target | Maximum | | | | | | Samantha (Ying) Du | | | | | | | | | | Annual Bonus | — | — | $817,857 | $1,226,786 | — | — | $— | $— | | Stock Options | 4/3/2024 | — | $— | — | — | 533,065 | $16.18 | $5,645,158 | | RSUs | 4/3/2024 | — | $— | — | 27,000 | — | | $429,300 | | | 7/1/2024(5) | | | | 72,000 | | | $1,244,880 | | Yajing Chen | | | | | | | | | | Annual Bonus | — | — | $234,000 | $351,000 | — | — | $— | $— | | Stock Options | 4/1/2024 | — | $— | — | — | 84,663 | $16.72 | $945,686 | | RSUs | 4/1/2024 | — | $— | — | 55,031 | | | $920,118 | | Rafael Amado | | | | | | | | | | Annual Bonus | — | — | $320,850 | $481,275 | — | — | $— | $— | | Stock Options | 4/1/2024 | — | $— | — | — | 120,141 | $16.72 | $1,341,975 | | RSUs | 4/1/2024 | — | $— | — | 78,092 | — | $— | $1,305,698 | | F. Ty Edmondson | | | | | | | | | | Annual Bonus | — | — | $265,895 | $398,842 | — | — | $— | $— | | Stock Options | 4/1/2024 | — | $— | — | — | 84,663 | $16.72 | $945,686 | | RSUs | 4/1/2024 | — | $— | — | 55,031 | — | $— | $920,118 | | Josh Smiley | | | | | | | | | | Annual Bonus | — | — | $403,650 | $605,475 | — | — | $— | $— | | Stock Options | 4/1/2024 | — | — | — | | 197,306 | $16.72 | $2,203,908 | | RSUs | 4/1/2024 | — | — | — | 128,249 | — | $— | $2,144,323 |

  65. 2024 Grants of Plan-Based Awards

    (1)The Board of Directors action date for the April 3 option grant and April 3 and July 1 RSU grant to Dr. Du was March 29, 2024. The Compensation Committee action date for the April 1 option and RSU grants to Drs. Chen and Amado, and Mrs. Edmondson and Smiley was March 25, 2024. (2)Non-Equity Incentive Plan amounts above reflect short-term cash incentive opportunities granted under our annual bonus plan, which is discussed in more detail in CD&A – Annual Incentive Awards. Actual amounts earned by each of the named executive officers under our annual bonus program for 2024 are disclosed above in the 2024 Summary Compensation Table. (3)Each RSU represents a contingent right to receive one ADS, and the stock options are exercisable for ADSs. As a result, the number of shares and exercise price in these columns are represented in terms of ADSs. Each ADS represents ten ordinary shares. RSU and option awards vest in equal annual installments over four years, beginning on the first anniversary of the grant date, subject to the executive remaining in continuous service with us on the vesting date. Option awards have a maximum term of ten years from the grant date. (4)Amounts reflect the aggregate grant date fair value of restricted share unit awards and stock options granted during 2024, computed in accordance with ASC Topic 718. The underlying valuation assumptions for equity awards granted during 2024 are further discussed in Note 15 in our 2024 Annual Report on Form 10-K. (5)The RSUs reflected in this row represent the second tranche of the CEO’s annual RSU award for 2024, which was granted in two tranches in 2024. Each of our named executive officers has entered into an employment agreement that governs the terms and conditions of their employment relationship with us, including the terms and conditions with respect to their compensation and benefits. Among other items, the employment agreements set out the annual bonus targets, as a percentage of base salary, for each of our named executive officers. Please see CD&A – Annual Incentive Awards above for the 2024 bonus targets applicable to our named executive officers.

  66. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information on the outstanding stock options, restricted share units, and performance share units, in each case held as of December 31, 2024 by our named executive officers:

  67. Outstanding Equity Awards at December 31, 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable (1) | Number of securities underlying unexercised options (#) unexercisable (1)(2) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(1)(3) | Market value of shares or units of stock that have not vested ($)(4) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#)(1)(5) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | Samantha (Ying) Du | 10/22/2015 | 589,165 | — | $0.60 | 10/21/2025 | | | | | | | 3/9/2016 | 604,376 | — | $1.20 | 3/8/2026 | | | | | | | 8/25/2016 | 922,184 | — | $1.74 | 8/24/2026 | | | | | | | 3/28/2018 | 350,000 | — | $20.90 | 3/27/2028 | | | | | | | 3/8/2019 | 300,000 | — | $38.93 | 3/7/2029 | | | | | | | 3/12/2020 | 200,000 | 50,000 | $44.94 | 3/11/2030 | | | | | | | 4/1/2021 | 52,200 | 34,800 | $130.96 | 3/31/2031 | | | | | | | 4/1/2021 | | | | | 6,800 | $178,092 | | | | | 12/1/2021 | | | | | | | 31,588 | $827,290 | | | 4/1/2022 | 112,800 | 169,200 | $45.47 | 3/31/2032 | | | | | | | 4/1/2022 | | | | | 32,400 | $848,556 | | | | | 6/25/2022 | | | | | 117,600 | $3,079,944 | | | | | 4/3/2023 | 94,347 | 283,044 | $33.95 | 4/2/2033 | | | | | | | 6/29/2023 | | | | | 53,910 | $1,411,903 | | | | | 4/3/2024 | — | 533,065 | $16.18 | 4/2/2034 | | | | | | | 4/3/2024 | | | | | 27,000 | $707,130 | | | | | 7/1/2024 | | | | | 72,000 | $1,885,680 | | | | Yajing Chen | 10/1/2021 | 4,800 | 3,200 | $102.75 | 9/30/2031 | | | | | | | 10/1/2021 | | | | | 1,840 | $48,190 | | | | | 11/1/2021 | 3,750 | 1,250 | $104.42 | 10/31/2031 | | | | | | | 11/1/2021 | | | | | 500 | $13,095 | | | | | 4/1/2022 | 8,000 | 12,000 | $45.47 | 3/31/2032 | | | | | | | 4/1/2022 | | | | | 4,500 | $117,855 | | | | | 6/25/2022 | | | | | 12,500 | $327,375 | | | | | 4/3/2023 | 6,500 | 19,500 | $33.95 | 4/2/2033 | | | | | | | 4/3/2023 | | | | | 7,500 | $196,425 | | | | | 8/14/2023 | 5,000 | 15,000 | $25.71 | 8/13/2033 | | | | | | | 8/14/2023 | | | | | 3,750 | $98,213 | | | | | 4/1/2024 | — | 84,663 | $16.72 | 3/31/2034 | | | | | | | 4/1/2024 | | | | | 55,031 | $1,441,262 | | | | Rafael Amado | 12/30/2022 | 73,480 | 110,220 | $30.70 | 12/29/2032 | | | | | | | 12/30/2022 | | | | | 63,000 | $1,649,970 | | | | | 4/3/2023 | 28,304 | 84,913 | $33.95 | 4/2/2033 | | | | | | | 4/3/2023 | | | | | 16,173 | $423,571 | | | | | 4/1/2024 | — | 120,141 | $16.72 | 3/31/2034 | | | | | | | 4/1/2024 | | | | | 78,092 | $2,045,229 | | |

  68. Outstanding Equity Awards at December 31, 2024

    | F. Ty Edmondson | 8/17/2020 | 30,200 | 7,550 | $82.50 | 8/16/2030 | | | | | | | 8/17/2020 | | | | | 4,850 | $127,022 | | | | | 4/1/2021 | 13,200 | 8,800 | $130.96 | 3/31/2031 | | | | | | | 4/1/2021 | | | | | 1,660 | $43,475 | | | | | 12/1/2021 | | | | | | | 17,549 | $459,608 | | | 4/1/2022 | 28,063 | 42,096 | $45.47 | 3/31/2032 | | | | | | | 4/1/2022 | | | | | 8,013 | $209,860 | | | | | 6/25/2022 | | | | | 29,200 | $764,748 | | | | | 4/3/2023 | 26,417 | 79,252 | $33.95 | 4/2/2033 | | | | | | | 4/3/2023 | | | | | 15,095 | $395,338 | | | | | 4/1/2024 | — | 84,663 | $16.72 | 3/31/2034 | | | | | | | 4/1/2024 | | | | | 55,031 | $1,441,262 | | | | Josh Smiley | 8/15/2022 | 55,600 | 83,400 | $45.78 | 8/14/2032 | | | | | | | 8/15/2022 | | | | | 47,700 | $1,249,263 | | | | | 4/3/2023 | 37,512 | 112,538 | $33.95 | 4/2/2033 | | | | | | | 4/3/2023 | | | | | 21,435 | $561,383 | | | | | 4/1/2024 | — | 197,306 | $16.72 | 3/31/2034 | | | | | | | 4/1/2024 | | | | | 128,249 | $3,358,841 | | |

  69. Outstanding Equity Awards at December 31, 2024

    (1)The stock options are exercisable for ADSs, and each of the stock awards represents a contingent right to receive one ADS. As a result, the number of shares and exercise price in these columns are represented in terms of ADSs. Each ADS represents ten ordinary shares. (2)Option awards have a maximum term of ten years from the grant date and vest in equal annual installments over five years, beginning on the first anniversary of the grant date, subject to the executive remaining in continuous service with us on each such vesting date, other than (i) the option award granted to Dr. Chen on November 1, 2021, and (ii) the option awards granted on or after April 3, 2023, which vest in equal annual installments over four years, beginning on the first anniversary of the grant date, subject to the executive remaining in continuous service with us on the vesting date. (3)Restricted share awards and restricted share unit awards vest in equal annual installments over five years, beginning on the first anniversary of the grant date, subject to the executive remaining in continuous service with us on the vesting date, other than (i) the restricted share unit awards granted on June 25, 2022, (ii) the restricted share award granted to Dr. Chen on November 1, 2021, and (iii) the restricted share awards granted on or after April 3, 2023, which vest in equal annual installments over four years, beginning on the first anniversary of the grant date, subject to the executive remaining in continuous service with us on the vesting date. (4)Market values reflect the closing price of our ADSs on Nasdaq on December 31, 2024, which was $26.19. (5)PSUs vest based on the satisfaction of specified product advancement milestones over the performance period beginning December 1, 2021 and ending on December 31, 2025.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control For the named executive officers serving as executive officers as of December 31, 2024 that are eligible to receive severance in accordance with their employment agreement, we have quantified the potential payments upon termination under various termination circumstances in the table below. These tables assume that the covered termination took place on December 31, 2024.

  71. Potential Payments Upon Termination or Change in Control

    | Name | Benefit Type | Termination due to death* ($) | Termination without Cause or for Good Reason ($) | Termination without Cause or for Good Reason in connection with a Change in Control ($) | | Samantha (Ying) Du | Severance | $75,728 | $2,180,952 | $3,463,438 | | | Benefits Continuation | $1,711 | $30,792 | $30,792 | | | Value of Equity Acceleration | $14,274,575 | $14,274,575 | $14,274,575 | | Rafael Amado | Severance | $53,475 | $962,550 | $962,550 | | | Benefits Continuation | $1,067 | $12,807 | $12,807 | | | Value of Equity Acceleration | N/A | N/A | $5,256,506 | | F. Ty Edmondson | Severance | $49,240 | $856,772 | $1,004,491 | | | Benefits Continuation | $3,259 | $39,105 | $48,881 | | | Value of Equity Acceleration | N/A | $4,243,072 | $4,243,072 | | Josh Smiley | Severance | $56,063 | N/A | $1,076,400 | | | Benefits Continuation | $2,437 | N/A | $29,245 | | | Value of Equity Acceleration | N/A | N/A | $7,037,975 |

  72. Potential Payments Upon Termination or Change in Control

    * In the event of a termination due to disability, all of the named executive officers would receive the same benefits as reflected in the “Termination Due to Death” column, other than Mr. Edmondson who would receive the same benefits as reflected in the “Termination without Cause or for Good Reason” column (cash severance of $856,772, benefits continuation with a value of $39,105, and accelerated equity vesting with an estimated value of $4,243,072). Our named executive officers are entitled to receive certain benefits upon a qualifying termination of employment, including following a change in control of the Company, or in the event of a termination of employment due to the executive’s death or disability, as described below. Under the terms of their respective employment agreements, in the event of a termination of employment, each of our named executive officers will be entitled to receive any accrued but unpaid base salary, reimbursement for unpaid business expenses incurred prior to termination, and any additional compensation as may be expressly required under applicable law, including accrued but unused vacation time. In addition, our named executive officers, other than Dr. Chen and Mr. Smiley, will be entitled to receive additional compensation as described below upon termination of employment by us without “cause” or by the executive for “good reason” (each, a “qualifying termination”), subject to the executive’s timely execution of a separation agreement and a general release of claims in a form reasonably satisfactory to the Company, and our named executive officers, other than Dr. Chen, will also be entitled to receive additional compensation in the event of a qualifying termination within 12 months following a change in control (a “change in control termination”) or as a result of death or disability, the first subject to the executive’s timely execution of a separation agreement and a general release of claims in a form reasonably satisfactory to the Company. •Qualifying Termination (without a Change in Control): (i) an amount equal to 12 months (18 months, in the case of Dr. Du) of base salary, payable in the form of salary continuation payments, (ii) 12 months (18 months, in the case of Dr. Du) of payments of the Company’s portion of monthly premiums with respect to health, dental, and vision coverage or COBRA continuation coverage, as applicable, and (iii) a pro-rated bonus based on the number of days that the executive worked in the year of termination. Dr. Du and Mr. Edmondson will also receive full accelerated vesting of any then-outstanding unvested stock options, restricted shares, or other equity awards held by the executive (“Equity Acceleration”). •Change in Control Termination: For Dr. Du, (i) an amount equal to 18 months of base salary, payable in the form of salary continuation payments, (ii) 18 months of payments of the Company’s portion of monthly premiums with respect to health, dental, and vision coverage or COBRA continuation coverage, as applicable, and (iii) an amount equal to the sum of six month of base salary, two times her target bonus, and six months of the Company’s portion of monthly premiums payable immediately prior to the effective date of such termination with respect to health, dental, and vision insurance coverage. For Drs. Amado and Messrs. Edmondson and Smiley, (i) an amount equal to 12 months (or 15 months, in the case of Mr. Edmondson) of base salary, payable in the form of salary continuation payments, (ii) 12 months (15 months, in the case of Mr. Edmondson) of payments of the Company’s portion of monthly premiums with respect to health, dental, and vision coverage or COBRA continuation coverage, as applicable, and (iii) a pro-rated bonus based on the number of days that the executive worked in the year of termination. Drs. Du and Amado and Messrs. Edmondson and Smiley will also receive Equity Acceleration. •Death or Disability: Drs. Du and Amado and Mr. Smiley for termination of employment upon death or disability and Mr. Edmondson for termination of employment upon death will be entitled to an amount equal to one month of base salary and one month of the Company’s portion of monthly premiums with respect to health, dental, and vision coverage or COBRA continuation coverage, as applicable. Dr. Du will also receive Equity Acceleration. In the event of a termination of employment for disability, Mr. Edmondson will be entitled to the same severance benefits to which he would have been entitled in connection with a qualifying termination without a change in control.

  73. Potential Payments Upon Termination or Change in Control

    | ADDITIONAL EXECUTIVE COMPENSATION INFORMATION |

  74. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio We determined that the annual total compensation of our median compensated employee was $70,620 for 2024. The annual total compensation of our CEO, Samantha (Ying) Du, was $9,079,948 for 2024, as reported in the “Total” column of the 2024 Summary Compensation Table. We calculated the median compensated employee’s annual total compensation using the same methodology required for calculating total annual compensation for our CEO (and other named executive officers) for purposes of the 2024 Summary Compensation Table. The ratio of these two amounts was 1 to 129. To identify the median compensated employee, we used cash compensation consisting of base salary and allowance paid with respect to 2024 (annualized for those individuals who were not employed for the full year) and annual cash bonus or incentives paid with respect to 2024 for all employees employed by the Company on December 31, 2024. We then identified the employee closest to the median that had been employed for the full year to serve as our median compensated individual for purposes of this analysis. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  75. Pay Versus Performance

    Pay Versus Performance In accordance with the pay versus performance (“PvP”) disclosure requirements in Item 402(v) of Regulation S-K, this section presents information that describes the relationship between Compensation Actually Paid (“CAP”), as that term is defined under the rules prescribed by Item 402(v), to the Company’s CEO, other named executive officers as a group, and certain financial performance measures of the Company. While the Compensation Committee (or Board of Directors for our CEO) makes executive compensation decisions after considering a variety of factors, including corporate and individual performance, the decisions of the Compensation Committee and Board of Directors in 2024 were made independently of these PvP disclosure requirements. For more information regarding our executive compensation program and related decisions, please refer to Executive Compensation – Compensation Disclosure & Analysis.

  76. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information for each applicable year regarding the CAP of our CEO, Samantha (Ying) Du, and of our other named executive officers as a group, as well as certain Company financial performance measures, including our total shareholder return (“TSR”), the TSR of the NASDAQ Biotechnology Index (our Company-Selected Peer Group), our net income, and our revenue growth. We selected revenue growth to be our Company-Selected Measure as it represents the most important financial performance measure used to link CAP for 2024 to Company financial performance for purposes of this disclosure.

  77. Pay Versus Performance

    Pay Versus Performance

  78. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1)(2) | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (3) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs (3) | ZLAB TSR (4) | Peer Group TSR (4) | Net Income (Loss) (in millions) | Revenue Growth (5) | | | $ | $ | $ | $ | $ | $ | $ | % | | 2024 | 9,079,948 | 1,724,268 | 3,622,883 | 4,795,966 | 62.97 | 118.20 | (257.1) | 50 | | 2023 | 12,042,285 | 7,520,941 | 3,887,222 | 2,298,340 | 65.71 | 118.87 | (334.6) | 24 | | 2022 | 20,212,141 | 739,598 | 6,838,043 | 3,550,025 | 73.82 | 113.65 | (443.3) | 49 | | 2021 | 15,315,579 | (30,500,547) | 6,176,702 | (4,953,702) | 151.12 | 126.45 | (704.5) | 195 | | 2020 | 8,536,036 | 112,741,937 | 3,401,688 | 22,814,071 | 325.41 | 126.42 | (268.9) | 277 |

  79. Pay Versus Performance

    (1) Samantha (Ying) Du is the CEO in each covered fiscal year. (2) The non-CEO NEOs included the following executives in each covered fiscal year: 2024: Yajing Chen, Rafael Amado, F. Ty Edmondson, and Josh Smiley; 2023: Yajing Chen, Rafael Amado, Harald Reinhart, Josh Smiley, and Billy Cho; 2022: Billy Cho, Rafael Amado, Harald Reinhart, Alan Bart Sandler, and Josh Smiley; 2021: Billy Cho, F. Ty Edmondson, Harald Reinhart, and Alan Bart Sandler; and 2020: Billy Cho, F. Ty Edmondson, Alan Bart Sandler, and Tao Fu. (3) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid to our CEO and our Non-CEO NEOs are shown in the tables below. The amounts reflected for certain fiscal years have been revised from the amounts previously reported in last year’s proxy statement in order to incorporate administrative corrections in the calculation of fair value for certain stock and options awards.

  80. Pay Versus Performance

    | | CEO | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | | $ | $ | $ | $ | $ | | Summary Compensation Table Total | 9,079,948 | 12,042,285 | 20,212,141 | 15,315,579 | 8,536,036 | | Adjustments for Stock and Option Awards* | | | | | | | Adjustment for grant date fair values in the Summary Compensation Table | (7,319,338) | (10,343,463) | (18,545,040) | (13,672,864) | (7,160,000) | | Year-end fair value of unvested awards granted in the covered fiscal year | 2,592,810 | 7,756,321 | 13,913,094 | 3,708,060 | 27,099,276 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years that remained outstanding at the covered fiscal year end | (458,907) | (2,184,985) | (10,827,207) | (36,638,677) | 66,533,031 | | Fair values at vest date for awards granted and vested in covered fiscal year | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vesting in the covered fiscal year | (2,170,245) | 250,783 | (4,013,390) | 787,355 | 17,733,594 | | Forfeitures during covered year equal to prior year-end fair value | — | — | — | — | — | | Incremental fair value resulting from modifications of stock options and RSUs in the covered fiscal year not reflected in the other rows | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 1,724,268 | 7,520,941 | 739,598 | (30,500,547) | 112,741,937 |

  81. Pay Versus Performance

    | | Average Non-CEO NEO | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | | $ | $ | $ | $ | $ | | Summary Compensation Table Total | 3,622,883 | 3,887,222 | 6,838,043 | 6,176,702 | 3,401,688 | | Adjustments for Stock and Option Awards* | | | | | | | Adjustment for grant date fair values in the Summary Compensation Table | (2,681,878) | (2,879,951) | (6,059,426) | (5,279,647) | (2,837,222) | | Year-end fair value of unvested awards granted in the covered fiscal year | 4,416,161 | 1,764,936 | 4,783,831 | 1,299,614 | 4,659,848 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years that remained outstanding at the covered fiscal year end | (119,636) | (462,102) | (1,408,060) | (7,338,300) | 16,035,472 | | Fair values at vest date for awards granted and vested in covered fiscal year | — | — | — | 259,613 | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vesting in the covered fiscal year | (441,564) | (42,600) | (604,363) | (71,684) | 1,554,285 | | Forfeitures during covered fiscal year equal to prior year-end fair value | — | (419,154) | — | — | — | | Incremental fair value resulting from modifications of stock options and RSUs in the covered fiscal year not reflected in the other rows | — | 449,989 | — | — | — | | Compensation Actually Paid (as calculated) | 4,795,966 | 2,298,340 | 3,550,025 | (4,953,702) | 22,814,071 |

  82. Pay Versus Performance

    *Adjustments are calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the applicable fiscal year. (4) TSR is determined based on the value of an initial fixed investment of $100, and the reinvestment of all dividends are assumed. The peer group consists of the NASDAQ Biotechnology Index. (5) Revenue growth is calculated as follows: (total revenues from our audited annual consolidated statements of operations for the current year - total revenues from our audited annual consolidated statements of operations for the prior year) / total revenues from our audited annual consolidated statements of operations for the prior year.

  83. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) compared to: (1) our cumulative TSR and the cumulative TSR of the Peer Group, (2) our net income, and (3) revenue growth. Since a significant portion of compensation for our CEO and other named executive officers consists of equity awards, the change in value of Compensation Actually Paid is directionally aligned with changes in our TSR, net income, and revenue growth.

  84. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    | DIRECTOR COMPENSATION |

  85. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | All Other Compensation ($) | Total ($) | | Kai-Xian Chen (3) | $57,500 | $399,981 | $— | $457,481 | | John Diekman | $113,625 | $399,981 | $— | $513,606 | | Richard Gaynor, M.D. | $65,000 | $399,981 | $— | $464,981 | | Nisa Leung | $— | $— | $— | $— | | William Lis | $56,125 | $399,981 | $— | $456,106 | | Scott Morrison | $75,000 | $399,981 | $— | $474,981 | | Leon Moulder, Jr. | $79,750 | $399,981 | $— | $479,731 | | Michel Vounatsos | $72,500 | $399,981 | $— | $472,481 | | Peter Wirth | $82,500 | $399,981 | $— | $482,481 |