On October 22, 2025, Zai Lab Limited (the “Company”) adopted a newly revised Nominating and Corporate Governance Committee Charter, outlining the Committee’s authority, composition requirements, and responsibilities. The document mandates a minimum of three committee members, each qualifying under Nasdaq Global Market and Hong Kong Stock Exchange independence rules. If not designated by the Board, the Charter provides for the Committee to elect its own Chairperson by majority vote.

In terms of procedures, the Committee is expected to convene at least once every fiscal quarter and may hold additional meetings as necessary. A defining element of the revised Charter is its scope of authority to engage independent external advisors, with full discretion over engagements, oversight, and compensation. The Charter further requires the maintenance of comprehensive meeting minutes and annual self-evaluations to ensure effective governance.

The Committee’s core duties extend to identifying and recommending director nominees, assessing the Board’s composition, and reviewing committee memberships. It also oversees succession planning for directors and senior management roles and ensures compliance with independence requirements for non-executive directors. Additionally, the Charter assigns the Committee responsibility for periodic review of corporate governance principles, relevant legal and regulatory developments, and oversight of the Company’s environmental, social, and governance (ESG) activities.

The updated Charter aims to reinforce sound governance practices and maintain transparent oversight of the nomination process, Board operations, and sustainability initiatives. According to the announcement, all duties and processes described will be implemented in line with applicable listing standards and governance regulations.