UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2020
Commission Filing Number: 001-38205
ZAI LAB LIMITED
(Translation of registrant’s name into English)
4560 Jinke Road, Bldg. 1, 4F, Pudong, Shanghai, China 201210
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
EXPLANATORY NOTE
We made an announcement dated October 22, 2020, with The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) in relation to the end of the stabilization period and the relevant stabilizing actions the Stabilizing Manager has undertaken in connection with our global offering and listing of ordinary shares on the Hong Kong Stock Exchange. For details, please refer to exhibit 99.1 to this current report on Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ZAI LAB LIMITED | |
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By: |
/s/ Billy Cho |
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Name: |
Billy Cho |
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Title: |
Chief Financial Officer |
Date: October 22, 2020
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
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This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933 as amended from time to time. Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us and that will contain detailed information about us and our management, as well as financial statements. We have filed a shelf registration statement on Form F-3ASR and a final prospectus supplement with the United States Securities and Exchange Commission in connection with the Global Offering.
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Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Hong Kong prospectus dated September 17, 2020 issued by Zai Lab Limited.
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Zai Lab Limited
再 鼎 醫 藥 有 限 公 司 *
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9688)
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
We hereby announce that the stabilization period in connection with the Global Offering ended on October 22, 2020, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
Goldman Sachs (Asia) L.L.C., as Stabilizing Manager, or any person acting for it during the stabilization period, has undertaken the following stabilizing actions:
(1) over-allocations of an aggregate of 1,584,600 Shares in the International Offering, representing not more than 15% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);
(2) borrowing of an aggregate of 1,584,600 Shares from QM11 Limited by Goldman Sachs International (an affiliate of Goldman Sachs (Asia) L.L.C.) pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering; and
(3) the full exercise of the Over-allotment Option by the Joint Representatives, on behalf of the International Underwriters, on October 9, 2020, in respect of an aggregate of 1,584,600 Shares, representing not more than 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), to facilitate the return to QM11 Limited of all the borrowed Shares under the Stock Borrowing Agreement which were used to cover over-allocations in the International Offering. For further details, please refer to our announcement dated October 9, 2020.
There had been no purchase or sale of any Shares on the market for the purpose of price stabilization by the Stabilizing Manager during the stabilization period.
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By order of the Board |
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Zai Lab Limited |
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Samantha Du |
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Director, Chairwoman and Chief Executive Officer |
Hong Kong,
October 22, 2020
As at the date of this announcement, the board of directors of the Company comprises Dr. Samantha Du and Mr. Tao Fu as the directors, and Dr. Kai-Xian Chen, Dr. John Diekman, Ms. Nisa Leung, Mr. William Lis, Mr. Leon O. Moulder, Jr. and Mr. Peter Wirth as the independent directors.
* For identification only