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United States securities and exchange commission logo
September 13, 2023
Yajing Chen
Chief Financial Officer
Zai Lab Ltd
4560 Jinke Road
Bldg. 1, Fourth Floor
Pudong, Shanghai, China 201210
Re: Zai Lab Ltd
Form 10-K for
Fiscal Year Ended December 31, 2022
File No. 001-38205
Dear Yajing Chen:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 9C of Form 10-K and have the following comment. In our
comment, we may
ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 158
1. We note that during
your fiscal year 2022 you were identified by the Commission
pursuant to Section
104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as
having retained, for the preparation of the audit report on your financial
statements included in
the Form 10-K, a registered public accounting firm that has a
branch or office that
is located in a foreign jurisdiction and that the Public Company
Accounting Oversight
Board had determined it is unable to inspect or investigate
completely because of a
position taken by an authority in the foreign jurisdiction. Please
provide the
documentation required by Item 9C of Form 10-K or tell us why you are not
required to do so.
Additionally, please amend your Form 10-K to provide the disclosures
required under Item
9C(b) of Form 10-K. Refer to the Staff Statement on the Holding
Foreign Companies
Accountable Act and the Consolidated Appropriations Act, 2023,
available on our
website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-
040623.
Yajing Chen
Zai Lab Ltd
September 13, 2023
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at
202-551-3377 with
any questions.
Sincerely,
FirstName LastNameYajing Chen
Division of
Corporation Finance
Comapany NameZai Lab Ltd
Disclosure Review
Program
September 13, 2023 Page 2
cc: Aslynn Hogue
FirstName LastName