Amendment: SEC Form SCHEDULE 13G/A filed by Zai Lab Limited
$ZLAB
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Zai Lab Limited (Name of Issuer) |
Ordinary shares, par value US $0.000006 per share (Title of Class of Securities) |
98887Q104 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 98887Q104 |
| 1 | Names of Reporting Persons
Qiming Corporate GP IV, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,329,320.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): As of the date of this 13G/A filing, Qiming Corporate GP IV, Ltd. is the general partner of Qiming Managing Directors Fund IV, L.P. and Qiming GP IV, L.P. Qiming Managing Directors Fund IV, L.P. holds approximately 3.06% of the equity interest of QM11 Limited. Qiming GP IV, L.P. is the general partner of Qiming Venture Partners IV, L.P., which holds approximately 96.94% of the equity interest of QM11 Limited. QM11 Limited is the owner of 66,329,320 Ordinary Shares, which is consisted of 1,268,000 ADSs and 53,649,320 ordinary shares.
Note to Row (11): The percentage is calculated based upon an aggregate of 1,110,783,740 Ordinary Shares outstanding as of June 30, 2025, which is based on the information disclosed by the Issuer on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98887Q104 |
| 1 | Names of Reporting Persons
Qiming Managing Directors Fund IV, L.P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,030,208.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row (6) (8) and (9): As of the date of this 13G/A filing, Qiming Managing Directors Fund IV, L.P. holds approximately 3.06% of the equity interest of QM11 Limited, which is the owner of 66,329,320 Ordinary Shares (in the form of 1,268,000 ADSs and 53,649,320 ordinary shares).
Note to Row (11): The percentage is calculated based upon an aggregate of 1,110,783,740 Ordinary Shares outstanding as of June 30, 2025, which is based on the information disclosed by the Issuer on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98887Q104 |
| 1 | Names of Reporting Persons
Qiming GP IV, L.P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
64,299,112.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row (6) (8) and (9): As of the date of this 13G/A filing, Qiming GP IV, L.P. is the general partner of Qiming Venture Partners IV, L.P., which owns approximately 96.94% of the equity interest of QM11 Limited, which is the owner of 66,329,320 Ordinary Shares (in the form of 1,268,000 ADSs and 53,649,320 ordinary shares).
Note to Row (11): The percentage is calculated based upon an aggregate of 1,110,783,740 Ordinary Shares outstanding as of June 30, 2025, which is based on the information disclosed by the Issuer on July 7, 2025.
SCHEDULE 13G
|
| CUSIP No. | 98887Q104 |
| 1 | Names of Reporting Persons
Qiming Venture Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
64,299,112.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row (6) (8) and (9): As of the date of this 13G/A filing, Qiming Venture Partners IV, L.P. holds approximately 96.94% of the equity interest of QM11 Limited, which is the owner of 66,329,320 Ordinary Shares (in the form of 1,268,000 ADSs and 53,649,320 ordinary shares).
Note to Row (11): The percentage is calculated based upon an aggregate of 1,110,783,740 Ordinary Shares outstanding as of June 30, 2025, which is based on the information disclosed by the Issuer on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98887Q104 |
| 1 | Names of Reporting Persons
QM11 Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,329,320.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row (11): The percentage is calculated based upon an aggregate of 1,110,783,740 Ordinary Shares outstanding as of June 30, 2025, which is based on the information disclosed by the Issuer on July 7, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Zai Lab Limited | |
| (b) | Address of issuer's principal executive offices:
4560 Jinke Road, Bldg.1, 4F, Pudong, Shanghai, China 201210 and 314 Main Street 4th Floor, Suite 100 Cambridge, MA, USA 02142 | |
| Item 2. | ||
| (a) | Name of person filing:
Qiming Corporate GP IV, Ltd.
Qiming Managing Directors Fund IV, L.P.
Qiming GP IV, L.P.
Qiming Venture Partners IV, L.P.
QM11 Limited | |
| (b) | Address or principal business office or, if none, residence:
The registered address of each of Qiming Corporate GP IV, Ltd., Qiming Managing Directors Fund IV, L.P., Qiming GP IV, L.P. and Qiming Venture Partners IV, L.P. is M&C Corporate Services Limited, P.O. Box309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
The registered address of QM11 Limited is Units 4205-06, 42nd Floor, Gloucester Tower, the Landmark, 15 Queen's Road Central, Hong Kong. | |
| (c) | Citizenship:
Qiming Corporate GP IV, Ltd., Qiming Managing Directors Fund IV, L.P., Qiming GP IV, L.P. and Qiming Venture Partners IV, L.P. are organized in Cayman Islands.
QM11 Limited is a company organized in Hong Kong. | |
| (d) | Title of class of securities:
Ordinary shares, par value US $0.000006 per share | |
| (e) | CUSIP No.:
98887Q104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth in Row (9) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| (b) | Percent of class:
The information set forth in Row (11) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A Joint Filing Agreement dated February 13, 2019
https://www.sec.gov/Archives/edgar/data/1704292/000095010319001958/dp102255_sc13ga-zai.htm |