Sec Form 13G Filing - Advantech Capital L.P. filing for Zai Lab Ltd (ZLAB) - 2020-02-11

SCHEDULE 13G

(Amendment No.1)*

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

(1)                   Represents (i) 4,246,791 ordinary shares, par value $0.00006 per share (the “shares”) of Zai Lab Limited (the “Issuer”) held by Maxway Investment Limited and (ii) 304,981 shares held by Harbor Front Investment Limited (“Harbor Front”), a wholly-owned subsidiary of Advantech Master Investment Limited.

(2)                   Based upon 67,775,511 shares outstanding as of September 30, 2019, as described in the Issuer’s Form 424(b)(2), filed with the SEC on January 24, 2020.

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(1)                   Represents (i) 4,246,791 shares held by Maxway Investment Limited and (ii) 304,981 shares held by Harbor Front.

(2)                   Based upon 67,775,511 shares outstanding as of September 30, 2019, as described in the Issuer’s Form 424(b)(2), filed with the SEC on January 24, 2020.

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(1)                   Represents (i) 4,246,791 shares held by Maxway Investment Limited and (ii) 304,981 shares held by Harbor Front.

(2)                   Based upon 67,775,511 shares outstanding as of September 30, 2019, as described in the Issuer’s Form 424(b)(2), filed with the SEC on January 24, 2020.

4

(1)                   Based upon 67,775,511 shares outstanding as of September 30, 2019, as described in the Issuer’s Form 424(b)(2), filed with the SEC on January 24, 2020.

5

Item 1(a)                                             Name of Issuer:

Zai Lab Limited

Item 1(b)                                             Address of Issuer’s Principal Executive Offices:

4560 Jinke Road

Bldg. 1, 4F, Pudong, Shanghai

China 201210

Item 2(a)                                             Name of Person Filing:

Advantech Capital Partners Ltd., Advantech Capital L.P., Advantech Master Investment Limited, and Maxway Investment Limited (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1.  Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 2(b)                                             Address of Principal Business Office or, If none, Residence:

The address of the principal business office of each of the Reporting Persons is:

DMS House, 20 Genesis Close

George Town, Grand Cayman KY1-1103

Cayman Islands

Item 2(c)                                              Citizenship:

See Row 4 of cover page.

Item 2(d)                                             Title of Class of Securities:

Ordinary shares, par value US $0.00006 per share.

Item 2(e)                                              CUSIP Number:

98887Q104

Item 3.                                                         Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.

Item 4.                                                         Ownership

(a)         Amount Beneficially Owned by each Reporting Person: See Row 9 of cover page.

(b)         Percent of Class Beneficially Owned by each Reporting Person: See Row 11 of cover page.

(c)          Number of shares as to which each Reporting Person has:

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i.                  Sole power to vote or to direct the vote: See Row 5 of cover page.

ii.               Shared power to vote or to direct the vote: See Row 6 of cover page.

iii.            Sole power to dispose of or to direct the disposition of: See Row 7 of cover page.

iv.           Shared power to dispose or to direct the disposition of: See Row 8 of cover page.

Item 5.                                                         Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.                                                         Ownership of More than Five Percent on Behalf of Another Person

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