DEF 14A of Zai Lab Ltd, Apr 28, 2026

DEF 14A of Zai Lab Ltd

Filed Apr 28, 2026 · FY20250001704292-26-000030

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 and Peter Karl Wirth was appointed as a director of the Company in May 2017 and an independent director of the Company since May 2020, so they have served on the Board for more than nine years. The Board of Directors is of the view that Ms. Leung and Mr. Wirth are still independent. Under the HK Listing Rules 3.13A, the tenure of independent directors is capped at nine years. In the case of the Company, which changed its listing status from secondary listing to dual-primary listing on the Hong Kong Stock Exchange, the nine-year tenure of the independent directors of the Company is counted from the date of its primary listing on the Hong Kong Stock Exchange, which was June 27, 2022. As such, each of Ms. Leung and Mr. Wirth remain eligible for election at the Annual Meeting under the HK Listing Rules. If elected at the Annual Meeting, each of these nominees would serve until the 2027 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 or non-employee 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 and Mr. Moulder, 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 | | 61 | 2014 | Research and Development | 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.

  6. Key Experience and Qualifications

    Key Experience and Qualifications •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

  7. Key Experience and Qualifications

    | Age | Director Since | Board Committees | Other Public Company Boards | | 83 | 2017 | Nominating and Corporate Governance, Chair Compensation | None |

  8. Key Experience and Qualifications

    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.

  9. 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.

  10. Key Experience and Qualifications

    | Age | Director Since | Board Committees | Other Public Company Boards | | 76 | 2021 | Research and Development, Chair Compensation | Alkermes plc (NASDAQ) |

  11. 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.

  12. Key Experience and Qualifications

    Key Experience and Qualifications •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

  13. Nisa Bernice Wing-Yu Leung

    Nisa Bernice Wing-Yu Leung Independent Director

  14. Nisa Bernice Wing-Yu Leung

    | Age | Director Since | Board Committees | Other Public Company Boards | | 55 | 2014 | Nominating and Corporate Governance | None |

  15. 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.

  16. Key Experience and Qualifications

    Key Experience and Qualifications •Founding Managing Partner at Aulis Capital (June 2025-Present) •Member of the Board of Directors of Hong Kong Exchanges and Clearing Limited (HKSE) (April 2021-April 2025) •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

  17. William David Lis

    William David Lis

  18. William David Lis

    | Age | Director Since | Board Committees | Other Public Company Boards | | 61 | 2018 | Audit Commercial | None |

  19. 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.

  20. Key Experience and Qualifications

    Key Experience and Qualifications •Executive Chairman of Tr1x Biotherapeutics, Inc. (May 2025-Present), after serving as Chief Executive Officer and member of the Board of Directors (May 2023-May 2025) •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

  21. Scott William Morrison

    Scott William Morrison Independent Director

  22. Scott William Morrison

    | Age | Director Since | Board Committees | Other Public Company Boards | | 68 | 2021 | Audit, Chair and Audit Committee Financial Expert | IDEAYA Biosciences Inc. (NASDAQ) | | | | | Tarsus Pharmaceuticals, Inc. (NASDAQ) | | | | | Vera Therapeutics, Inc. (NASDAQ) |

  23. 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 40 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.

  24. 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, 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, Chairperson of the Audit Committee, and Member of the Compensation Committee of Corvus Pharmaceuticals, Inc. (2015-April 2026) •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. Non-Executive Director

  25. Key Experience and Qualifications

    | Age | Director Since | Board Committees | Other Public Company Boards | | 68 | 2020 | Research and Development Commercial | Zenas BioPharma, Inc. (NASDAQ) Dianthus Therapeutics, Inc. (NASDAQ) |

  26. 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.

  27. 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

  28. Michel Pericles Vounatsos

    Michel Pericles Vounatsos

  29. Michel Pericles Vounatsos

    | Age | Director Since | Board Committees | Other Public Company Boards | | 64 | 2023 | Commercial, Chair Research and Development Nominating and Corporate Governance | Revvity, Inc. (NYSE) |

  30. 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.

  31. Key Experience and Qualifications

    Key Experience and Qualifications •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

  32. Key Experience and Qualifications

    | Age | Director Since | Board Committees | Other Public Company Boards | | 75 | 2017 | Compensation, Chair Audit Nominating and Corporate Governance | None |

  33. Key Experience and Qualifications

    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.

  34. Key Experience and Qualifications

    Key Experience and Qualifications •Chairman of the Board of Directors at Syros Pharmaceuticals, Inc. (2017-February 2025) •Venture Partner at Quan Capital Management, LLC (August 2018-August 2023) •Chairman of the Board of Directors of FORMA Therapeutics Holdings, Inc. (NASDAQ) (2012-its acquisition by Novo Nordisk A/S in October 2022) •Co-Founder, President, and Member of the Board of Directors of Lysosomal Therapeutics, Inc. (2011-2014) •Various senior executive roles at Genzyme Corporation (1996-its acquisition by Sanofi-Aventis SA in 2011), most recently as Executive Vice President, Legal and Corporate Development, Chief Risk Officer, and Corporate Secretary •Partner at Palmer & Dodge LLP, where he was head of the firm’s biotechnology practice group and served as outside general counsel for Genzyme and a number of other biotechnology companies (1975-1996) •J.D. from Harvard Law School and B.A. in Political Science from the University of Wisconsin at Madison

  35. 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. The Company proposed, and our shareholders approved, such a 20% general mandate at each annual meeting since we became primary listed on the Hong Kong Stock Exchange in 2022 until the 2024 annual meeting. Last year, in recognition of differing preferences and levels of comfort with respect to a General Mandate across our diverse global shareholder base, we proposed, and our shareholders approved, a 10% general mandate. Like last year, we are now 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 10, 2026 to the date of the Annual Meeting (i.e., 1,134,128,030 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 113,412,803 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.

  36. 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. 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.

  37. 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.

  38. 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 (as described under “When are shareholder proposals and director nominations due for next year’s annual meeting?”) 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.

  39. 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: •The majority of our directors are independent; •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 and non-employee directors, and preside over executive sessions of our independent and non-employee 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; •Non-employee and 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.

  40. 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, and Mr. Moulder, are independent, as determined in accordance with Nasdaq requirements and the HK Listing Rules. Our Chairperson Dr. Du also serves as our CEO, and Mr. Moulder is the founder and Chairman of the Board of Directors of Zenas BioPharma, Inc., the parent company of Zenas BioPharma (HK) Limited with which we have a license agreement. For more information on this license agreement, see “Transactions with Related Persons.” 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 independent directors has any relationship with any other director, senior management, or substantial shareholder of the Company that impairs their independence under applicable rules. 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, and Mr. Wirth has been a member of the Board of Directors since May 2017 and an independent director since May 2020. The Board of Directors believe that Ms. Leung and Mr. Wirth continue to provide valuable guidance and perspective to the Company in their respective capacities as independent directors. The Board of Directors has also received from Ms. Leung and Mr. Wirth a confirmation of independence according to Rule 3.13 of the HK Listing Rules. Taking into account that Ms. Leung and Mr. Wirth (i) do not have any relationship with any directors, senior management, or substantial shareholders of the Company; (ii) are not and have not been involved in any relationships or circumstances which would interfere with the exercise of their respective independent judgment as independent directors; and (iii) have been providing objective and independent views and guidance to the Company as mentioned above during their respective tenures of office as independent directors, the Board of Directors considers that Ms. Leung and Mr. Wirth are still independent and the long service of Ms. Leung and Mr. Wirth, respectively, does not diminish their respective independence or affect their respective exercise of independent judgment, and their continued tenures will continue to provide valuable contributions to the Board and its diversity.

  41. Compensation Highlights

    Compensation Highlights In early 2025, after considering several factors including market data provided by its independent compensation consultant and feedback shared by shareholders in recent years, the Compensation Committee approved the following compensation decisions for 2025: •No 2025 Compensation Increases for NEOs. The Compensation Committee did 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 for 2025 was based entirely on corporate performance. The weighting for the other NEOs for 2025 was 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 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 support the Company’s long-term value creation strategy. Similarly, in 2026, the Compensation Committee granted PSUs to the NEOs as part of their 2026 equity mix, with the 2026 PSUs having a three-year performance period.

  42. Principal Objectives of Our 2025 Compensation Program

    Principal Objectives of Our 2025 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 2025 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. For 2025, we granted an annual bonus opportunity and performance-based equity awards with payouts tied to the achievement of pre-established performance goals. •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.

  43. 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.

  44. 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 program 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 2025 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 2024, the Compensation Committee, with support from our independent compensation consultant, conducted an in-depth analysis to determine the appropriate peer group to evaluate 2025 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 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 2025 executive compensation decisions consisted of the following 19 companies*:

  45. External Market Competitiveness and Compensation Peer Group

    | ACADIA Pharmaceuticals, Inc. | Ionis Pharmaceuticals, Inc. | | Agios Pharmaceuticals, Inc. | Ironwood Pharmaceuticals, Inc.** | | Amicus Therapeutics, Inc. | Kiniksa Pharmaceuticals International, plc** | | Apellis Pharmaceuticals, Inc. | Mirum Pharmaceuticals, Inc.** | | Axsome Therapeutics, Inc.** | PTC Therapeutics, Inc. | | BeOne Medicines AG (formerly BeiGene, Ltd.) | Travere Therapeutics, Inc. | | BioCryst Pharmaceuticals, Inc. | Ultragenyx Pharmaceutical Inc. | | Blueprint Medicines Corporation | Vir Biotechnology, Inc. | | Dynavax Technologies Corporation** | Xencor, Inc. | | Insmed Incorporated | |

  46. External Market Competitiveness and Compensation Peer Group

    *Removals from the peer group in 2025 include Alkermes plc, Deciphera Pharmaceuticals, Inc., Exelixis, Inc. Mirati Therapeutics, Inc., Neurocrine Biosciences, Inc., and Sarepta Therapeutics, Inc. ** Represents new peer group members in 2025. Dynavax Technologies Corporation was acquired by Sanofi in February 2026. 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 program as well as the targeted value of the compensation under this program. 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.

  47. 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 2025, in order to continue to emphasize and promote CEO accountability for corporate results, the CEO’s annual incentive award was based entirely on corporate performance. Annual Incentive Award for Other NEOs. For 2025, the annual incentive awards for our other named executive officers continued to be weighted 80% for corporate performance and 20% for individual performance, tying 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. The table below shows the 2025 target annual incentive awards for each named executive officer, which remained unchanged from 2024.

  48. 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 |

  49. 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. The Compensation Committee’s goal-setting process for 2025 was rigorous and involved extensive discussion and review of multiple data points, including the Company’s corporate strategy, product and pipeline expectations, financial outlook, and overall market opportunity. In establishing the 2025 corporate performance goals and their respective weightings, the Compensation Committee sought to focus management attention on the enterprise-level outcomes most critical to executing the Company’s strategic priorities. To this end, for 2025, the Compensation Committee determined that corporate performance would be measured based upon three key goals (as opposed to five corporate performance goals under the 2024 annual incentive program): pipeline advancement and strategic initiatives (weighted at 40% of the corporate performance component of the awards), topline growth (weighted at 30% of the corporate performance component of the awards), and profitability (weighted at 30% of the corporate performance component of the awards). This structure is intended to reinforce accountability for Company-wide results, reflect how performance is evaluated internally, and better align incentive outcomes with key drivers of long-term shareholder value. The 2025 corporate goals were designed to be challenging but achievable, requiring strong management performance and disciplined execution of the Company’s 2025 corporate strategic objectives. In assessing overall corporate performance, the Compensation Committee may also consider other key achievements during the year, consistent with its holistic evaluation approach. As described in further detail below, the Compensation Committee reviewed our performance with respect to our 2025 corporate goals and concluded that the Company had achieved many 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 85%.

  50. Profitability (Score: 24%; Target: 30%)

    Profitability (Score: 24%; Target: 30%) Goals: Improve operating performance through disciplined expense management and progress toward profitability, as measured by operating loss and quarterly operating income targets. Achievements: Although the Company did not achieve its profitability goals, operating expenses decreased as a percentage of revenue and our net loss decreased 32% year-over-year as a result of our continued focus on efficiency and productivity, allowing us to continue to advance on our path to profitability. Total Corporate Performance Score: 85%. Individual Performance. Upon review of the individual performance of each named executive officer, other than the CEO, the Compensation Committee determined that each NEO achieved an individual performance modifier ranging from 90% to 125% for the 2025 performance year. As noted above, the CEO’s annual incentive award for 2025 was based solely on corporate performance. 2025 Annual Incentive Award Payouts. Actual awards were then determined based on the corporate and individual performance multipliers described above. Actual award payouts ranged between approximately 85% and 93% of target bonuses as shown in the table below. The table below shows the 2025 target annual bonus and actual bonuses earned for our named executive officers.

  51. 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 our 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 2025, we granted equity incentive awards using a mix of 50% service-based stock options (“stock options”), 25% restricted share units (“RSUs”) subject solely to time-based vesting restrictions, and 25% PSUs subject to both time and performance-based vesting conditions, other than in the case of our CEO, who received approximately 65% stock options, 20% RSUs, and 15% PSUs. The Company introduced PSUs as a new component of the long-term incentive program for 2025 in order to increase the percentage of compensation tied to the achievement of pre-established performance goals and to further encourage strong, focused performance on our corporate financial and strategic objectives, as well as to support long-term shareholder value creation. We believe this mix of stock options, RSUs, and PSUs supports the Company’s compensation philosophy of providing market‑competitive compensation in order to attract and retain highly motivated talent, while also delivering meaningful at‑risk compensation tied to the Company’s corporate financial and strategic performance and stock price appreciation.

  52. 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 | | PSUs | Aligns executive compensation with Company corporate financial and strategic performance objectives and long-term shareholder value creation | Performance period: January 1, 2025 through December 31, 2025 Service-based vesting period: Earned PSUs will vest on the third anniversary of the grant date Performance determination: Following completion of the performance period, the Compensation Committee determines the level of performance achievement Performance measures: Based on achievement of pre-established, corporate financial and strategic objectives Service requirement: Continued employment through the vesting date is required for any PSUs to vest, other than in the case of certain qualifying terminations Maximum payout: Capped at 150% of target | | 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 |

  53. Equity Incentive Compensation

    2025 Equity Incentive Awards. In determining the total amount and mix of annual equity grants to our named executive officers, in March 2025, 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 following table shows the target equity incentive awards granted during 2025 to our named executive officers, which were reduced as compared to the target equity incentive award values for 2024.

  54. Equity Incentive Compensation

    | Name | Stock Options* | RSUs* | PSUs* | Total Target Value | | Samantha (Ying) Du** | $4,818,700 | $1,608,790 | $1,072,510 | $7,500,000 | | Yajing Chen | $1,000,000 | $500,000 | $500,000 | $2,000,000 | | Rafael Amado | $1,250,000 | $625,000 | $625,000 | $2,500,000 | | F. Ty Edmondson | $1,000,000 | $500,000 | $500,000 | $2,000,000 | | Josh Smiley | $1,500,000 | $750,000 | $750,000 | $3,000,000 |

  55. Equity Incentive Compensation

    * The stock options are exercisable for ADSs, and each RSU and PSU 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 2025 Summary Compensation Table as SEC rules require that the amounts reported in the 2025 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 2025 equity grants to our named executive officers are shown in Executive Compensation Tables – 2025 Grants of Plan-Based Awards. ** Dr. Du’s annual RSU awards were granted in two tranches in 2025, as shown in Executive Compensation Tables – 2025 Grants of Plan-Based Awards. A Closer Look at PSUs. As described above, beginning in 2025, the Compensation Committee introduced PSUs as a component of the Company’s long-term incentive program to further strengthen the alignment between executive compensation, Company corporate financial and strategic performance objectives, and long-term shareholder value creation. The PSU awards were granted pursuant to the Company’s 2024 Equity Incentive Plan and the applicable PSU award agreements. PSUs granted in 2025 are earned based on the achievement of pre-established corporate and financial objectives across the following categories:

  56. Equity Incentive Compensation

    | Performance Category | Weighting | Overview | | Advance Pipeline & Strategic Initiatives | 40% | Progress against key regulatory, clinical, pipeline, and strategic milestones that advance the Company’s long-term growth strategy | | Topline Growth | 30% | Revenue performance across the Company’s commercial and collaboration activities | | Profitability | 30% | Financial discipline and progress toward improved operating performance |

  57. Equity Incentive Compensation

    In recognition of transitioning to including PSUs in our annual mix of equity awards, the Compensation Committee approved the 2025 PSUs with one-year performance period and a three-year service-based vesting period. This transitional performance period allowed the Compensation Committee to set meaningful performance goals to incentivize performance, while still subjecting the award to a full three years of stock price fluctuations and shareholder alignment. To further align with market practices, the PSUs in 2026 were granted with a three-year performance period. The Compensation Committee intentionally aligned the PSU performance categories with the Company’s annual corporate incentive objectives, as these measures reflect the Company’s most critical strategic and financial priorities. This approach links disciplined near-term execution with long-term value creation through extended vesting and continued service requirements. Achievement of the “Topline Growth” and “Profitability” performance goals were measured based upon performance during 2025, while the “Advance Pipeline and Strategic Initiatives” performance goal required the satisfaction of certain goals by certain deadlines during 2025. In addition to the one-year performance period, the PSUs have a three-year service period, and earned awards remain subject to forfeiture if continued service requirements are not satisfied. Performance is assessed independently within each category based on pre-established targets, and the weighted results are aggregated to determine overall PSU performance achievement. The percentage of PSUs earned based on performance achievement is determined following the completion of the applicable performance period. Actual awards earned may range from 0% to 150% of target, as shown below:

  58. Equity Incentive Compensation

    | Performance Achievement Level | Payout as a Percentage of Target | | Minimum | 0% | | Target | 100% | | Maximum | 150% |

  59. Equity Incentive Compensation

    Following the completion of the performance period, the Compensation Committee reviewed performance results and, in its sole discretion, determined the extent to which the applicable performance objectives were achieved. Any PSUs earned based on this determination vest on the designated vesting date, subject to the executive’s continued employment with the Company through the vesting date. If an executive’s employment terminates prior to the vesting date, all outstanding and unvested PSUs are forfeited, and any PSUs earned but not yet settled are also forfeited, except as expressly provided in an applicable employment agreement or in connection with a qualifying termination following a covered transaction. Outstanding PSUs Results. The Compensation Committee evaluated performance outcomes and determined the level of PSU performance achievement for the specified performance objectives during 2025 for the 2025 PSUs, as described above in Corporate Performance Goals and Results. This evaluation of corporate performance resulted in the payout determination, as summarized below.

  60. Equity Incentive Compensation

    | Performance Category | Achievement | Payout Level | Weighting | Payout as % of Target | | Advance Pipeline & Strategic Initiatives | 92% | 94% | 40% | 38% | | Topline Growth | 80% | 51% | 30% | 15% | | Grow Profitability | 82% | 56% | 30% | 17% | | Total Result | | | 100% | 70% |

  61. Equity Incentive Compensation

    The following table summarizes the target PSU awards granted to each named executive officer for 2025 and the PSUs earned based on the Compensation Committee’s performance determinations, all of which remain subject to continued service requirements and vesting in accordance with the terms of the PSU awards.

  62. Equity Incentive Compensation

    | Name | Target PSUs Granted | PSUs Earned | | Samantha (Ying) Du | 36,542 | 25,579 | | Yajing Chen | 17,035 | 11,924 | | Rafael Amado | 21,294 | 14,905 | | F. Ty Edmondson | 17,035 | 11,924 | | Josh Smiley | 25,553 | 17,887 |

  63. Equity Incentive Compensation

    During 2025, the performance period for PSUs granted in 2021 to the then-serving named executive officers (Dr. Du and Mr. Edmondson) also expired. Under the 2021 PSUs, the awards were scheduled to vest based on the satisfaction of specified product advancement milestones over the performance period beginning December 1, 2021 and ending on December 31, 2025. The underlying milestones were not achieved, and the PSUs were forfeited.

  64. 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.

  65. 2025 Summary Compensation Table

    2025 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:

  66. 2025 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, | 2025 | $908,730 | — | $3,233,729 | $5,822,084 | $695,178 | $17,500 | $10,677,221 | | Chief Executive Officer and Chairperson of the Board of Directors | 2024 | $901,048 | — | $1,674,180 | $5,645,158 | $842,393 | $17,169 | $9,079,948 | | | 2023 | $868,500 | — | $1,901,226 | $8,442,237 | $815,882 | $14,440 | $12,042,285 | | Yajing Chen | 2025 | $520,000 | — | $1,207,100 | $1,234,968 | $205,920 | $17,500 | $3,185,488 | | Chief Financial Officer | 2024 | $502,500 | — | $920,118 | $945,686 | $239,616 | $17,250 | $2,625,170 | | | 2023 | $424,445 | — | $467,350 | $922,620 | $183,617 | $16,500 | $2,014,532 | | Rafael Amado | 2025 | $641,700 | — | $1,508,892 | $1,543,722 | $298,391 | $17,500 | $4,010,205 | | President, Head of Global Research and Development | 2024 | $636,275 | — | $1,305,698 | $1,341,975 | $344,593 | $17,250 | $3,645,791 | | | 2023 | $620,000 | $600,000 | $732,098 | $2,532,664 | $364,560 | $16,500 | $4,865,822 | | F. Ty Edmondson | 2025 | $590,877 | | $1,207,100 | $1,234,968 | $233,987 | $17,500 | $3,284,432 | | Chief Legal Officer and Corporate Secretary | 2024 | $585,882 | | $920,118 | $945,686 | $285,571 | $17,250 | $2,754,507 | | Josh Smiley | 2025 | $672,750 | | $1,810,686 | $1,852,452 | $347,139 | $17,500 | $4,700,527 | | President and Chief Operating Officer | 2024 | $667,063 | | $2,144,323 | $2,203,908 | $433,520 | $17,250 | $5,466,064 | | | 2023 | $637,500 | $150,000 | $970,291 | $3,356,619 | $419,640 | $16,500 | $5,550,550 |

  67. 2025 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 2025 are further discussed in Note 15 in our 2025 Annual Report on Form 10-K. The amounts included in the Stock Awards column for the PSUs granted during 2025 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the PSUs, the maximum value of the PSUs would be as follows: Dr. Du $1,945,313; Dr. Chen $905,307; Dr. Amado $1,131,670; Mr. Edmondson $905,307; and Mr. Smiley $1,357,996. (2)Reflects amounts earned by each of the named executive officers under our annual bonus plan for the applicable fiscal year. (3)Reflects Company contributions made under the Company’s 401(k) plan on behalf of the participating named executive officer for the applicable fiscal year.

  68. 2025 Grants of Plan-Based Awards

    2025 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 2025 and stock options, RSUs, and PSUs that were granted during 2025 to our named executive officers:

  69. 2025 Grants of Plan-Based Awards

    | Name and Award (Type) | Grant Date (1) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($)(2) | | | Estimated Future Payouts Under Equity Incentive Awards (#)(4) | | | All Other Stock Awards: No of Shares of Stock or Units (#)(3) | All Other Option Awards: No. of Securities Underlying Options (#)(3) | Exercise or Base: Price of Option Awards ($) (3) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold | Target | Maximum | Minimum | Target | Maximum | | | | | | Samantha (Ying) Du | | | | | | | | | | | | | Annual Bonus | — | — | $817,857 | $1,226,786 | | | | — | — | $— | $— | | Stock Options | 3/10/2025 | — | — | — | | | | — | 252,585 | $34.69 | $5,822,084 | | RSUs | 3/10/2025 | — | — | — | | | | 10,620 | — | $— | $368,408 | | | 7/2/2025(6) | — | — | — | | | | 44,194 | — | $— | $1,568,445 | | PSUs | 7/2/2025 | — | — | — | — | 36,542 | 54,813 | — | | | $1,296,876 | | Yajing Chen | | | | | | | | | | | | | Annual Bonus | — | — | $234,000 | $351,000 | | | | — | — | $— | $— | | Stock Options | 3/12/2025 | — | — | — | | | | — | 52,418 | $35.55 | $1,234,968 | | RSUs | 3/12/2025 | — | — | — | | | | 17,035 | — | $— | $603,550 | | PSUs | 3/12/2025 | — | — | — | — | 17,035 | 25,552 | — | — | $— | $603,550 | | Rafael Amado | | | | | | | | | | | | | Annual Bonus | — | — | $320,850 | $481,275 | | | | — | — | $— | $— | | Stock Options | 3/12/2025 | — | — | — | | | | — | 65,523 | $35.55 | $1,543,722 | | RSUs | 3/12/2025 | — | — | — | | | | 21,294 | — | $— | $754,446 | | PSUs | 3/12/2025 | — | — | — | — | 21,294 | 31,941 | — | — | $— | $754,446 | | F. Ty Edmondson | | | | | | | | | | | | | Annual Bonus | — | — | $265,895 | $398,842 | | | | — | — | $— | $— | | Stock Options | 3/12/2025 | — | — | — | | | | — | 52,418 | $35.55 | $1,234,968 | | RSUs | 3/12/2025 | — | — | — | | | | 17,035 | — | $— | $603,550 | | PSUs | 3/12/2025 | — | — | — | — | 17,035 | 25,552 | — | — | $— | $603,550 | | Josh Smiley | | | | | | | | | | | | | Annual Bonus | — | — | $403,650 | $605,475 | | | | — | — | $— | $— | | Stock Options | 3/12/2025 | — | — | — | | | | | 78,627 | $35.55 | $1,852,452 | | RSUs | 3/12/2025 | — | — | — | | | | 25,553 | — | $— | $905,343 | | PSUs | 3/12/2025 | — | — | — | — | 25,553 | 38,329 | — | — | $— | $905,343 |

  70. 2025 Grants of Plan-Based Awards

    (1)The Board of Directors action date for the March 10th option grant, March 10th and July 2nd RSU grants, and July 2nd PSU grant to Dr. Du was March 8, 2025. The Compensation Committee action date for the March 12th option, RSU, and PSU grants to Drs. Chen and Amado, and Messrs. Edmondson and Smiley was March 4, 2025. (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 2025 are disclosed above in the 2025 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)These amounts represent the minimum, target, and maximum PSU. Each PSU represents a contingent right to receive one ADS. As a result, the number of shares in these columns are represented in terms of ADSs. Each ADS represents ten ordinary shares. The PSU awards are eligible to vest based on performance during 2025 and the named executive officer’s continued service through the three-year anniversary of the grant date. (5)Amounts reflect the aggregate grant date fair value of RSU and PSU awards and stock options granted during 2025, computed in accordance with ASC Topic 718. The underlying valuation assumptions for equity awards granted during 2025 are further discussed in Note 15 in our 2025 Annual Report on Form 10-K. (6)The RSUs reflected in this row represent the second tranche of the CEO’s annual RSU award for 2025, which was granted in two tranches in 2025. 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 2025 bonus targets applicable to our named executive officers.

  71. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 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, 2025 by our named executive officers:

  72. Outstanding Equity Awards at December 31, 2025

    | | | 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) | | Samantha (Ying) Du | 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 | 250,000 | — | $44.94 | 3/11/2030 | | | | | 4/1/2021 | 69,600 | 17,400 | $130.96 | 3/31/2031 | | | | | 4/1/2021 | | | | | 3,400 | $59,976 | | | 4/1/2022 | 169,200 | 112,800 | $45.47 | 3/31/2032 | | | | | 4/1/2022 | | | | | 21,600 | $381,024 | | | 6/25/2022 | | | | | 58,800 | $1,037,232 | | | 4/3/2023 | 188,695 | 188,696 | $33.95 | 4/2/2033 | | | | | 6/29/2023 | | | | | 35,940 | $633,982 | | | 4/3/2024 | 133,266 | 399,799 | $16.18 | 4/2/2034 | | | | | 4/3/2024 | | | | | 20,250 | $357,210 | | | 7/1/2024 | | | | | 54,000 | $952,560 | | | 3/10/2025 | — | 252,585 | $34.69 | 3/9/2035 | | | | | 3/10/2025 | | | | | 10,620 | $187,337 | | | 7/2/2025 | | | | | 44,194 | $779,582 | | | 7/2/2025 | | | | | 25,579 (5) | $451,214 | | Yajing Chen | 10/1/2021 | 6,400 | 1,600 | $102.75 | 9/30/2031 | | | | | 10/1/2021 | | | | | 920 | $16,229 | | | 11/1/2021 | 5,000 | — | $104.42 | 10/31/2031 | | | | | 4/1/2022 | 12,000 | 8,000 | $45.47 | 3/31/2032 | | | | | 4/1/2022 | | | | | 3,000 | $52,920 | | | 6/25/2022 | | | | | 6,250 | $110,250 | | | 4/3/2023 | 13,000 | 13,000 | $33.95 | 4/2/2033 | | | | | 4/3/2023 | | | | | 5,000 | $88,200 | | | 8/14/2023 | 10,000 | 10,000 | $25.71 | 8/13/2033 | | | | | 8/14/2023 | | | | | 2,500 | $44,100 | | | 4/1/2024 | 21,165 | 63,498 | $16.72 | 3/31/2034 | | | | | 4/1/2024 | | | | | 41,274 | $728,073 | | | 3/12/2025 | — | 52,418 | $35.55 | 3/11/2035 | | | | | 3/12/2025 | | | | | 17,035 | $300,497 | | | 3/12/2025 | | | | | 11,924 (5) | $210,339 | | Rafael Amado | 12/30/2022 | 110,220 | 73,480 | $30.70 | 12/29/2032 | | | | | 12/30/2022 | | | | | 42,000 | $740,880 | | | 4/3/2023 | 56,608 | 56,609 | $33.95 | 4/2/2033 | | | | | 4/3/2023 | | | | | 10,782 | $190,194 | | | 4/1/2024 | 30,035 | 90,106 | $16.72 | 3/31/2034 | | | | | 4/1/2024 | | | | | 58,569 | $1,033,157 | | | 3/12/2025 | — | 65,523 | $35.55 | 3/11/2035 | | | | | 3/12/2025 | | | | | 21,294 | $375,626 | | | 3/12/2025 | | | | | 14,905 (5) | $262,924 |

  73. Outstanding Equity Awards at December 31, 2025

    | F. Ty Edmondson | 8/17/2020 | 37,750 | — | $82.50 | 8/16/2030 | | | | | 4/1/2021 | 17,600 | 4,400 | $130.96 | 3/31/2031 | | | | | 4/1/2021 | | | | | 830 | $14,641 | | | 4/1/2022 | 42,095 | 28,064 | $45.47 | 3/31/2032 | | | | | 4/1/2022 | | | | | 5,342 | $94,233 | | | 6/25/2022 | | | | | 14,600 | $257,544 | | | 4/3/2023 | 52,834 | 52,835 | $33.95 | 4/2/2033 | | | | | 4/3/2023 | | | | | 10,063 | $177,511 | | | 4/1/2024 | 21,165 | 63,498 | $16.72 | 3/31/2034 | | | | | 4/1/2024 | | | | | 41,274 | $728,073 | | | 3/12/2025 | — | 52,418 | $35.55 | 3/11/2035 | | | | | 3/12/2025 | | | | | 17,035 | $300,497 | | | 3/12/2025 | | | | | 11,924 (5) | $210,339 | | Josh Smiley | 8/15/2022 | 83,400 | 55,600 | $45.78 | 8/14/2032 | | | | | 8/15/2022 | | | | | 31,800 | $560,952 | | | 4/3/2023 | 75,025 | 75,025 | $33.95 | 4/2/2033 | | | | | 4/3/2023 | | | | | 14,290 | $252,076 | | | 4/1/2024 | 49,326 | 147,980 | $16.72 | 3/31/2034 | | | | | 4/1/2024 | | | | | 96,187 | $1,696,739 | | | 3/12/2025 | — | 78,627 | $35.55 | 3/11/2035 | | | | | 3/12/2025 | | | | | 25,553 | $450,755 | | | 3/12/2025 | | | | | 17,887 (5) | $315,527 |

  74. Outstanding Equity Awards at December 31, 2025

    (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 the vesting date, other than the option awards granted on November 1, 2021 and 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)Except as noted by footnote in this column, RSU 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 RSU awards granted on June 25, 2022, and (ii) the RSU 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, 2025, which was $17.64. (5)PSUs vest on the third anniversary of the grant date, subject to the executive remaining in continuous service through the vesting date (or earlier qualifying termination).

  75. 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, 2025 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, 2025. Dr. Chen is excluded from the table below because she was not eligible for severance benefits as of December 31, 2025.

  76. 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 | $3,465,211 | | | Benefits Continuation | $2,006 | $36,110 | $36,110 | | | Value of Equity Acceleration | $5,423,823 | $5,423,823 | $5,423,823 | | Rafael Amado | Severance | $53,475 | $962,550 | $962,550 | | | Benefits Continuation | $1,141 | $13,691 | $13,691 | | | Value of Equity Acceleration | N/A | N/A | $2,685,680 | | F. Ty Edmondson | Severance | $49,240 | $856,772 | $1,004,491 | | | Benefits Continuation | $3,483 | $41,796 | $52,244 | | | Value of Equity Acceleration | N/A | $1,841,258 | $1,841,258 | | Josh Smiley | Severance | $56,063 | N/A | $1,076,400 | | | Benefits Continuation | $2,606 | N/A | $31,276 | | | Value of Equity Acceleration | N/A | N/A | $3,412,189 |

  77. 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 $41,796, and accelerated equity vesting with an estimated value of $1,841,258). 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 would 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 would 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 (Dr. Chen and Mr. Smiley became entitled to these benefits in February 2026), and our named executive officers would 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 (Dr. Chen became entitled to these benefits in February 2026). •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 would 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 Chen and Messrs. Edmondson and Smiley, (i) an amount equal to 12 months (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. Our named executive officers would also receive Equity Acceleration. •Death or Disability: Drs. Du, Chen, 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 would 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. In addition to the above, the PSU award agreements granted to the named executive officers during 2025 provide that in the event that a “Covered Transaction” (as defined in the 2024 Plan) occurs, and the executive undergoes a qualifying termination (i.e., a termination by the employer without cause or by the executive for good reason) within 12 months following such Covered Transaction, then any PSUs subject to the award, to the extent outstanding and unvested immediately prior to such qualifying termination, shall become vested as of such qualifying termination (i) at target if the Covered Transaction occurs prior to the expiration of the performance period or (ii) based on actual performance during the performance period in the event such Covered Transaction occurs on or after the applicable performance period.

  78. Potential Payments Upon Termination or Change in Control

    | ADDITIONAL EXECUTIVE COMPENSATION INFORMATION |

  79. 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 $70,126 for 2025. The annual total compensation of our CEO, Samantha (Ying) Du, was $10,677,221 for 2025, as reported in the “Total” column of the 2025 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 2025 Summary Compensation Table. The ratio of these two amounts was 1 to 152. To identify the median compensated employee, we used cash compensation consisting of base salary and allowance paid with respect to 2025 (annualized for those individuals who were not employed for the full year) and annual cash bonus or incentives paid with respect to 2025 for all employees employed by the Company on December 31, 2025. 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.

  80. 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 2025 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 Discussion & Analysis.

  81. 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 2025 to Company financial performance for purposes of this disclosure.

  82. Pay Versus Performance

    Pay Versus Performance

  83. 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) | | | $ | $ | $ | $ | $ | $ | $ | % | | 2025 | 10,677,221 | 1,862,002 | 3,795,163 | 637,778 | 13.03 | 124.75 | (175.5) | 15 | | 2024 | 9,079,948 | 12,068,380 | 3,622,883 | 4,795,968 | 19.35 | 93.49 | (257.1) | 50 | | 2023 | 12,042,285 | 7,520,941 | 3,887,222 | 2,298,340 | 20.19 | 94.03 | (334.6) | 24 | | 2022 | 20,212,141 | 739,598 | 6,838,043 | 3,550,025 | 22.68 | 89.90 | (443.3) | 49 | | 2021 | 15,315,579 | (30,500,547) | 6,176,702 | (4,953,682) | 46.44 | 100.02 | (704.5) | 195 |

  84. Pay Versus Performance

    (1) Samantha (Ying) Du has been the CEO of the Company since 2014. (2) The non-CEO NEOs included the following executives in each covered fiscal year: 2025: Yajing Chen, Rafael Amado, F. Ty Edmonson, and Josh Smiley; 2024: Yajing Chen, Rafael Amado, F. Ty Edmonson, 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; and 2021: Billy Cho, F. Ty Edmondson, Harald Reinhart, and Alan Bart Sandler. (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 2024 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 option awards.

  85. Pay Versus Performance

    | | CEO | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | $ | $ | $ | $ | $ | | Summary Compensation Table Total | 10,677,221 | 9,079,948 | 12,042,285 | 20,212,141 | 15,315,579 | | Adjustments for Stock and Option Awards* | | | | | | | Adjustment for grant date fair values in the Summary Compensation Table | (9,055,813) | (7,319,338) | (10,343,463) | (18,545,040) | (13,672,864) | | Year-end fair value of unvested awards granted in the covered fiscal year | 3,775,382 | 12,936,922 | 7,756,321 | 13,913,094 | 3,708,060 | | 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 | (7,373,436) | (458,907) | (2,184,985) | (10,827,207) | (36,638,677) | | 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 | 3,838,648 | (2,170,245) | 250,783 | (4,013,390) | 787,355 | | 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) | 1,862,002 | 12,068,380 | 7,520,941 | 739,598 | (30,500,547) |

  86. Pay Versus Performance

    | | Average Non-CEO NEO | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | $ | $ | $ | $ | $ | | Summary Compensation Table Total | 3,795,163 | 3,622,883 | 3,887,222 | 6,838,043 | 6,176,702 | | Adjustments for Stock and Option Awards* | | | | | | | Adjustment for grant date fair values in the Summary Compensation Table | (2,899,972) | (2,681,878) | (2,879,951) | (6,059,426) | (5,279,647) | | Year-end fair value of unvested awards granted in the covered fiscal year | 1,186,372 | 4,416,161 | 1,764,936 | 4,783,831 | 1,299,614 | | 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 | (2,289,089) | (119,636) | (462,102) | (1,408,060) | (7,338,300) | | 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 | 845,304 | (441,562) | (42,600) | (604,363) | (71,664) | | 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) | 637,778 | 4,795,968 | 2,298,340 | 3,550,025 | (4,953,682) |

  87. 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 on December 31, 2020, 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.

  88. 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.

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

    | DIRECTOR COMPENSATION |

  90. 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 ($) | Total ($) | | John Diekman | $113,625 | $399,989 | $— | $513,614 | | Richard Gaynor, M.D. (3) | $65,951 | $399,989 | $— | $465,940 | | Nisa Leung | $48,508 | $399,989 | $— | $448,497 | | William Lis | $56,125 | $399,989 | $— | $456,114 | | Scott Morrison | $75,000 | $399,989 | $— | $474,989 | | Leon Moulder, Jr. | $79,750 | $399,989 | $— | $479,739 | | Michel Vounatsos (3) | $72,976 | $399,989 | $— | $472,965 | | Peter Wirth | $82,500 | $399,989 | $— | $482,489 |