UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240. 14a-12 | |
ZAI LAB LIMITED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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This document shall also serve as a circular to holders of the ordinary shares of Zai Lab Limited for purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, or the HK Listing Rules.
4560 Jinke Road
Bldg. 1, Fourth Floor
Pudong, Shanghai, China 201210
(Nasdaq Trading Symbol: ZLAB; HKEx Stock Code: 9688)
ADDITIONAL INFORMATION REGARDING EXTRAORDINARY MEETING OF STOCKHOLDERS TO BE HELD ON MONDAY, MARCH 28, 2022
On March 23, 2022, Zai Lab Limited (the “Company”) issued the press release that follows, relating to a change in the format of the Company’s extraordinary general meeting of shareholders (the “EGM”) to be held on Monday, March 28, 2022 at 8:00 a.m. (U.S. Eastern Time) / 8:00 p.m. (Hong Kong Time). As described in the press release, due to the public health impact of the coronavirus (COVID-19) pandemic and the recent pandemic-related restrictions in Shanghai, the format of EGM has been changed and will be held in a virtual meeting format only.
In addition, the Notice of Change of Format following the press release supplements the Notice of Extraordinary General Meeting of Shareholders (the “Notice”) and Proxy Statement (the “Proxy Statement”) of the Company filed with the Securities and Exchange Commission (the “SEC”) and mailed or otherwise made available to the Company’s shareholders and others on February 28, 2022 in connection with the solicitation of proxies by the Company’s Board of Directors for use at the EGM.
These supplemental proxy materials are being filed with the SEC and made available to shareholders on March 23, 2022.
THIS NOTICE SHOULD BE READ IN CONJUNCTION WITH THE NOTICE AND PROXY STATEMENT. ALL OF THE INFORMATION IN THE NOTICE AND PROXY STATEMENT CONTINUES TO APPLY EXCEPT AS AMENDED OR SUPPLEMENTED BY THIS SUPPLEMENT.
Zai Lab Announces Change to Virtual Extraordinary General Meeting of Shareholders to be Held on March 28, 2022
SHANGHAI, SAN FRANCISCO, and CAMBRIDGE, Mass. March 23, 2022 (EDT)—Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), a patient-focused, innovative, commercial-stage, global biopharmaceutical company, today announced that, due to the public health impact of the coronavirus (COVID-19) pandemic and the recent pandemic-related restrictions in Shanghai, the format of the extraordinary general meeting of shareholders (EGM) of Zai Lab Limited has been changed and will be held in a virtual meeting format only. The purpose of the EGM is to consider and vote on a proposal relating to a proposed 1-to-10 share subdivision of the ordinary shares of Zai Lab Limited. As previously announced, the EGM will be held on March 28, 2022 at 8:00 a.m. (U.S. Eastern Time) / 8:00 p.m. (Hong Kong Time).
Shareholders of record of our ordinary shares as of the relevant record date may attend the EGM virtually by visiting our EGM website at www.virtualshareholdermeeting.com/ZLAB2022SM. Shareholders will need the 16-digit control number included on their proxy card or on the instructions that accompanied their proxy materials. Shareholders are encouraged to log in to this website and pre-register for the EGM before the start time of the meeting. Online check-in will begin 15 minutes prior to the start of the meeting, and shareholders should allow ample time for the online check-in procedures. The proxy materials previously distributed will not be updated to reflect the change in format, but may continue to be used to vote your shares in connection with the EGM.
About Zai Lab
Zai Lab (NASDAQ: ZLAB; HKEX: 9688) is a patient-focused, innovative, commercial-stage, global biopharmaceutical company focused on developing and commercializing therapies that address medical conditions with unmet needs in oncology, autoimmune disorders, infectious diseases, and neuroscience. To that end, our experienced team has secured partnerships with leading global biopharmaceutical companies in order to generate a broad pipeline of innovative marketed products and product candidates. We have also built an in-house team with strong product discovery and translational research capabilities and are establishing a pipeline of proprietary product candidates with global rights. Our vision is to become a leading global biopharmaceutical company, discovering, developing, manufacturing, and commercializing our portfolio in order to impact human health worldwide.
For additional information about Zai Lab, please visit www.zailaboratory.com or follow us at www.twitter.com/ZaiLab_Global.
For more information, please contact:
Investor Relations: Ron Aldridge / Lina Zhang
+1 (781) 434-8465 / +86 136 8257 6943
ronald.aldridge@zailaboratory.com /lina.zhang@zailaboratory.com
Media: Danielle Halstrom / Xiaoyu Chen
+1 (215) 280-3898 / +86 185 0015 5011
danielle.halstrom@zailaboratory.com / xiaoyu.chen@zailaboratory.com
Source: Zai Lab Limited
NOTICE OF CHANGE OF FORMAT
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ZAI LAB LIMITED
TO BE HELD ON MONDAY, MARCH 28, 2022
Dear Shareholders,
Notice is hereby given that, due to the public health impact of the coronavirus (COVID-19) pandemic and the recent pandemic-related restrictions in Shanghai, the format of the extraordinary general meeting of shareholders (the “EGM”) of Zai Lab Limited (the “Company”) to be held on March 28, 2022 at 8:00 a.m. (U.S. Eastern Time) / 8:00 p.m. (Hong Kong Time) has been changed and will be held in a virtual meeting format only.
There is no change to the items of business to be addressed at the EGM, which are described in the proxy materials previously made available to the Company’s shareholders. As described in those proxy materials, shareholders of record of our ordinary shares as of 4:30 p.m. (Hong Kong Time) on February 18, 2022 may attend the EGM virtually by visiting our EGM website at www.virtualshareholdermeeting.com/ZLAB2022SM. Shareholders will need the 16-digit control number included on their proxy card or on the instructions that accompanied their proxy materials. Shareholders are encouraged to log in to this website and pre-register for the EGM before the start time of the meeting. Online check-in will begin 15 minutes prior to the start of the meeting, and shareholders should allow ample time for the online check-in procedures. The proxy materials previously distributed will not be updated to reflect the change in format, but may continue to be used to vote your shares in connection with the EGM.
By Order of the Board of Directors,
Samantha (Ying) Du
Director, Chairwoman of the Board of Directors and Chief Executive Officer
March 23, 2022