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January 16, 2024
Yajing Chen
Chief Financial Officer
Zai Lab Ltd
4560 Jinke Road
Bldg. 1, Fourth Floor
Pudong, Shanghai, China 201210
Re: Zai Lab Ltd
Amendment No. 1 to
Form 10-K for Fiscal Year Ended December 31, 2022
Response dated
January 5, 2024
File No. 001-38205
Dear Yajing Chen:
We have reviewed your January 5, 2024 response to our comment
letter and have the
following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our December 21,
2023 letter.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 3
1. Your response to prior
comment 2 indicates that you relied upon information provided in
response to the D&O
Questionnaires and that you are not aware of any current members
of your board who are
officials of the Chinese Communist Party. Although your response
indicates that you did
not consider affiliations that predated your board members tenure
on your board, we note
your disclosure that there are no officials of the Chinese
Communist Party who are
members of your board.
Please tell us in
more detail how you considered the profile of Mr. Kai-Xian Chen.
In particular, we
note he is a Member of the Chief Specialists Board and Deputy
Chief Technical
Officer of the major science and technology projects innovative
Yajing Chen
Zai Lab Ltd
January 16, 2024
Page 2
drugs and modernization of traditional Chinese medicine and
Innovative Drug
Research & Development, where he participated in the organization
and promotion
of new drug research and development for China s 10th - 13th Five
Year Plans. We
further note Mr. Chen was a Principal Scientist for two National
Basic Research
Programs by the Ministry of Science and Technology as well as a
Member of
the National Committee of the Chinese People s Political
Consultative Conference.
Please describe his various roles and provide us with your analysis
of whether any of
those roles at any point in time made him a CCP official.
Please also tell us how you considered whether Mr. Chen has any
current or prior
memberships on, or affiliations with, committees of the Chinese
Communist Party
that are not addressed in his biography on page 11 of your proxy
statement.
Please tell us whether Mr. Chen is a member of the Chinese
Communist Party.
Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at
202-551-3377 with
any other questions.
Sincerely,
FirstName LastNameYajing Chen
Division of
Corporation Finance
Comapany NameZai Lab Ltd
Disclosure Review
Program
January 16, 2024 Page 2
cc: Aslynn Hogue
FirstName LastName