Sec Form 3 Filing - Qiming Corporate GP IV, Ltd @ Zai Lab Ltd - 2021-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Qiming Corporate GP IV, Ltd 2. Issuer Name and Ticker or Trading Symbol Zai Lab Ltd [ ZLAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) UNITS 4205-06, 42ND FLOOR, GLOUCESTER TO, THE LANDMARK, 15 QUEEN'S ROAD CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (Street) HONG KONG, K3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 9,072,932 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Qiming Corporate GP IV, Ltd UNITS 4205-06, 42ND FLOOR, GLOUCES TER TO THE LANDMARK, 15 QUEEN'S ROAD CENTRAL HONG KONG, K3 X Qiming GP IV, L.P. UNITS 4205-06, 42ND FLOOR, GLOUCESTER TO THE LANDMARK, 15 QUEEN'S ROAD CENTRAL HONG KONG, K3 X Qiming Venture Partners IV, L.P. UNITS 4205-06, 42ND FLOOR, GLOUCESTER TO THE LANDMARK, 15 QUEEN'S ROAD CENTRAL HONG KONG, K3 X Qiming Managing Directors Fund IV, L.P. UNITS 4205-06, 42ND FLOOR, GLOUCESTER TO THE LANDMARK, 15 QUEEN'S ROAD CENTRAL HONG KONG, K3 X QM 11 Ltd UNITS 4205-06, 42ND FLOOR, GLOUCESTER TO THE LANDMARK, 15 QUEEN'S ROAD CENTRAL HONG KONG, K3 X Signatures Qiming Corporate GP IV, Ltd., By: /s/ Grace Lee, Name: Grace Lee, Title: Authorized Signatory 01/01/2021 Signature of Reporting Person Date Qiming GP IV, L.P., By: /s/ Grace Lee, Name: Grace Lee, Title: Authorized Signatory of its general partner Qiming Corporate GP IV, Ltd. 01/01/2021 Signature of Reporting Person Date Qiming Venture Partners IV, L.P., By: /s/ Grace Lee, Name: Grace Lee, Title: Authorized Signatory of its ultimate general partner Qiming Corporate GP IV, Ltd 01/01/2021 Signature of Reporting Person Date Qiming Managing Directors Fund IV, L.P., By: /s/ Grace Lee, Name: Grace Lee, Title:Authorized Signatory of its general partner Qiming Corporate GP IV, Ltd 01/01/2021 Signature of Reporting Person Date QM11 Limited, By: /s/ Grace Lee, Name: Grace Lee, Title: Director 01/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported herein are held of record and directly owned by QM1l Limited. QM11 Limited is owned by Qiming Venture Partners IV, L.P. and Qiming Managing Directors Fund IV, L.P. The general partner of Qiming Venture Partners IV, L.P. is Qiming GP IV, L.P., whose general partner is Qiming Corporate GP IV, Ltd. The general partner of Qiming Managing Directors Fund IV, L.P. is Qiming Corporate GP IV, Ltd. By virtue of the foregoing relationships, each of the remaining Reporting Persons may be deemed to indirectly beneficially own the securities held by QM11 Limited, however each such Reporting Person disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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