Unofficial English Translation of

In accordance with relevant national laws, regulations, and rules, and through mutual consultation and agreement between the borrower and lender, this agreement is hereby entered into for mutual compliance. The online working capital loan in this agreement refers to the business in which the lender and the borrower sign a master loan agreement, which specifies a validity period within which the borrower can apply for loans through the lender’s online banking and other electronic channels through self-service.

1.1 The borrower initiates a loan application through electronic channels such as the lender’s online banking, and the lender agrees to issue a loan to the borrower based on the borrower’s application after review.

1.3 The type of loan for offline and online loans under this agreement is a working capital loan. Without the written consent of the lender, the borrower shall not change the loan purpose specified in the promissory note.

1.4 The value date for each online working capital loan under this agreement must be within the validity period of this agreement.

1.5 In the performance of the agreement, if a certain value date or maturity date is a non-bank working day, it shall be postponed to the next bank working day.

1.6 Interest rates and adjustment methods

1.6.1 The RMB loan interest rate is determined based on the loan prime rate (LPR) by adding or subtracting basis points, and the annual interest rate is calculated using the following formula: Daily interest rate = annual interest rate/360. The specific loan interest rate shall be based on the promissory note recorded at the time of each loan disbursement. The interest rate and calculation

rules for foreign currency loans shall be subject to the promissory note records and relevant supplementary agreements (if any) at the time of each loan disbursement.

1.6.2 Loan interest shall be calculated based on the actual number of days since the loan is transferred to the borrower’s designated account.

1.6.3 Before the disbursement of the loan, if the LPR is adjusted and applied to the loan under this agreement, the new LPR shall be applied and the new loan interest rate shall be re-determined and executed according to the basis points addition or subtraction stipulated in Article 1.6.1 of this agreement.

1.6.4 After the loan is disbursed, if the LPR is adjusted and applied to the loan under this agreement, the adjustment method of the loan interest rate shall be based on the corresponding promissory note. The specific situation is as follows:

(1) Adjustment on January 1st of the following year: Starting from January 1st of the following year after the date of each LPR adjustment, the adjusted LPR will be applied (if the LPR has been adjusted twice or more within a calendar year). Determine and implement the new loan interest rate based on the last adjusted LPR within the calendar year and the corresponding basis points for addition and subtraction;

(2) Adjustment on a monthly/quarterly/semi-annual/annual basis: Adjustment on a monthly/quarterly/semi-annual/annual basis refers to the adjustment of the corresponding day of each month/quarter/half-year/year (if there is no corresponding day, it is the last day of that month/quarter/half-year/year), and the LPR at the time of the adjustment (if the LPR is adjusted twice or more within the period specified in this clause). Determine and implement the new loan interest rate based on the last adjusted LPR during the period and the corresponding basis points for addition and subtraction. (The terms “month/quarter/half-year/year” in this clause are collectively referred to as “periods”.)

(3) Fixed interest rate: Continue to execute the original interest rate recorded in the corresponding promissory note, regardless of the interest in the periods;

(4) Immediate adjustment: Starting from the day of each LPR adjustment, the new loan interest rate will be determined based on the adjusted LPR and corresponding basis points, and the interest will be calculated based on the interest rate applicable in the specific period.

1.7 Repayment method

(1) Adopting equal principal and interest repayment on schedule

① If the repayment date of each installment is the corresponding day of the entire period from the date of loan disbursement (if there is no corresponding day, the repayment date is the last day of the ending month), from the month of loan disbursement, the loan principal and interest shall be repaid in equal amounts for each installment. The calculation formula is:

Equal repayment of principal and interest per installment = loan principal balance × interest rate of the period × (1 + loan interest rate of the period) number of repayment periods ÷ [(1 + loan interest rate of the period) number of repayment periods -1]

② If the repayment date of each installment is not the corresponding day of the entire loan disbursement date, the calculation formula for the repayment principal and interest of each installment except for the first and last installments is the same as above. The calculation formula for the repayment principal and interest of the first and last installments is:

First repayment of loan principal = balance of loan principal × interest rate of the period × (1 + loan interest rate of the period) number of repayment periods ÷ [(1 + loan interest rate of the period) number of repayment periods -1] - loan principal balance × interest rate of the period

First interest repayment = loan principal balance × actual number of days in the first period × daily interest rate

First principal and interest repayment amount = first principal repayment + first interest repayment

Final principal repayment = loan principal balance

Final interest repayment = loan principal balance × actual number of days in the final period × daily interest rate

Final principal and interest repayment amount = final principal repayment + final interest repayment

(2) Adopting equal principal repayment on schedule

① If each repayment date is the corresponding day of the entire loan period from the date of loan disbursement (if there is no corresponding day, the repayment date is the last day of the final month), the loan principal shall be repaid in equal installments from the month of loan disbursement, and the loan interest shall decrease gradually with the principal. The calculation formula is:

Principal repayment per installment = loan principal ÷ total number of installments

Interest on each installment of the loan = (loan principal - cumulative repaid principal) × interest rate of the period

The amount of principal and interest to be repaid in each installment = principal to be repaid in each installment + interest to be repaid in each installment

② If the repayment date of each installment is not the corresponding day of the entire loan disbursement date, the calculation formula for the repayment principal and interest of all other installments except for the first and last installments is the same as above. The calculation formula for the repayment principal and interest of the first and last installments is:

First principal repayment = loan principal ÷ total number of installments

First interest repayment = loan principal balance × actual number of days in the first period × daily interest rate

First principal and interest repayment amount = first principal repayment + first interest repayment

Final principal repayment = loan principal balance

Final interest repayment = loan principal balance × actual number of days in the final period × daily interest rate

Final principal and interest repayment amount = final principal repayment + final interest repayment

(3) If interest is settled on a monthly/quarterly/semi-annual/annual basis and principal is repaid in installments, the interest settlement date shall be the 20th day of the end of each month/quarter-end month/half-year-end month/year-end month, and the interest payment date shall be the calendar day following the interest settlement date. The loan principal shall be repaid in installments. The number of repayment installments, repayment amount for each installment, and repayment date of the loan principal shall be subject to the attached promissory note;

(4) If interest is settled on a monthly/quarterly/semi-annual/annual basis and the principal and interest are repaid upon maturity, the interest settlement date shall be the 20th day of the end of each month/quarter-end month/half-year-end month/year-end month, and the interest payment date shall be the calendar day following the interest settlement date. The principal and interest of the loan shall be repaid upon maturity;

(5) For loans that adopt a one-time repayment of principal and interest upon maturity, the principal and interest shall be repaid in full at the maturity of the loan, and the interest shall be settled together with the principal.

1.8 Withdrawal Conditions

Unless waived in whole or in part by the lender, the borrower shall meet the following conditions before each withdrawal; otherwise, the lender has the right to refuse the borrower’s withdrawal application:

1.8.1 The borrower shall continue to be legal and valid, and shall continue to comply with its commitments under this agreement;

1.8.2 This agreement has come into effect and the guarantee agreement under this agreement is legally established and has come into effect;

1.8.3 The obligations under this agreement have been fully fulfilled and there has not been any breach of contract as stipulated in this agreement;

1.8.4 Other relevant materials for loan processing have been provided as requested by the lender.

1.9 Payment of loan funds

(1) Entrusted payment by the lender refers to the lender paying the loan funds to the borrower’s counterparty that meets the purpose specified in this contract based on the borrower’s withdrawal application and payment entrustment;

(2) The borrower makes independent payment, which means that the lender disburses the loan funds to the borrower’s account based on the borrower’s withdrawal application, and the borrower makes independent payment to the borrower’s trading partners who meet the agreed purpose in the agreement;

1.9.2 The borrower agrees that in the case of entrusted payment, the lender shall first transfer the loan to the borrower’s account, and then directly transfer it to the borrower’s trading partner account from the borrower’s account.

1.9.5 Under the condition of independently payments, the lender agrees that the borrower may choose to go to the lender’s counter, use online banking (if applicable), or complete the loan withdrawal procedures in a manner agreed upon by other lenders. The borrower agrees to process the loan withdrawal in accordance with the relevant regulations of the lender, and confirms all loans processed through counters, online banking, or other methods agreed upon by the lender.

1.11 Repayment account: The borrower shall open a repayment account with the lender or any branch of Bank of Ningbo, and deposit the full amount of principal and interest repayment into the repayment account before each repayment date, and authorize the lender to deduct from the repayment account. The specific repayment account shall be subject to the repayment account specified in the promissory note. If the borrower has outstanding loan principal, interest or other expenses, they shall promptly deposit them into the repayment account and authorize the lender to deduct them at any time. If there is a change in the LPR,

2.1 The lender has the right to recover or recover in advance the loan principal, interest, compound interest, penalty interest, and other debts in accordance with this agreement and the corresponding promissory notes.

2.2 The lender has the right to understand the borrower’s production and operation, financial activities, material inventory, and loan usage, and to inspect the use and management of the collateral at any time. The lender requires the borrower to provide truthful and complete financial statements, documents, and information on a monthly basis, and has the right to query, print, save, and use the borrower’s basic information and credit reports through the People’s Bank of China credit reporting system or other institutions and systems in accordance with relevant regulations.

2.4 During the loan payment process, if the lender, based on its independent judgment, believes that the borrower has one or more of the following situations, the lender has the right to: (1) Change the loan payment method from independent payment to entrusted payment (including partial entrusted payment); (2) Stop the disbursement and payment of loan funds; (3) Negotiate with the borrower to supplement the loan disbursement and payment terms.

(1) The borrower’s credit status has declined;

(2) The borrower’s main business profitability is not strong;

(3) The borrower’s loan fund usage is abnormal.

2.7 The lender has the right to participate in activities such as large-scale financing, asset sales, and bankruptcy liquidation of the borrower.

2.8 The borrower and the mortgager (pledger) shall complete legal procedures such as mortgage (pledge) registration and property insurance in accordance with the lender’s requirements, and the guarantee and insurance shall remain valid. The lender has the right to request to become the first priority insurance claim holder and obtain copies of relevant insurance agreements or insurance documents. Otherwise, the lender has the right to refuse to provide the loan under this agreement.

2.9 The lender has the right to request the borrower to promptly complete the loan reconciliation work.

2.10 On the premise that the borrower and guarantor fulfill the obligations stipulated in this agreement and the guarantee agreement, the lender shall issue a loan to the borrower in accordance with the provisions of this agreement and the corresponding promissory note. The lender has the

3.1 The borrower shall provide genuine, complete, and effective materials to the lender.

3.2 The borrower shall cooperate with the lender to manage loan payments, post loan management, and related inspections.

3.4 The borrower undertakes to fully fulfill all obligations under this agreement.

3.5 The borrower promises to strengthen environmental risk management during the operation and management process, and voluntarily accepts the supervision of the borrower’s environmental risk situation by the lender or the entrusted party. When an environmental risk event occurs during the borrower’s business process, they must proactively inform the lender. Based on the its

judgment, the lender has the right to request the borrower to provide relevant materials such as environmental risk reports.

4.1 The borrower has the right to obtain and use the loan in accordance with this agreement and the corresponding promissory note.

4.2 The borrower shall settle the loan principal, interest, compound interest, penalty interest, as well as reasonable expenses such as litigation fees, preservation fees, execution fees, lawyer fees, travel expenses, etc. in accordance with this agreement and the corresponding promissory notes, and hereby irrevocably authorizes the lender to deduct them in accordance with Article 2.5 of this agreement.

4.3 The borrower can use the loan for the purposes agreed upon in this agreement, without misappropriating or diverting the loan.

4.4 The borrower shall provide the lender with truthful and complete financial statements or other relevant materials and information on a monthly basis, and actively cooperate with the lender’s inspection of its production and operation, financial status, material inventory, and loan usage under this agreement.

4.5 If the borrower takes any actions such as shareholding reform, merger, consolidation, separation, capital reduction, external investment, substantial increase in debt financing, application for suspension of business for rectification, application for dissolution, application for bankruptcy, or other actions that may cause changes in the debt relationship under this agreement or affect the realization of the lender’s loan rights before the debt repayment under this agreement is completed, the borrower shall notify the lender in writing 30 days before the implementation of the above actions, simultaneously implementing debt repayment responsibilities or early repayment of debts, and obtaining written consent from the lender, or the above actions shall not be taken.

4.6 Any other event that poses a threat to the normal operation of the borrower or has a significant adverse impact on the performance of repayment obligations under this agreement, including but not limited to any of the circumstances stipulated in Article 2.3 of this agreement, shall be communicated in writing to the lender within 3 days of the occurrence of the above situation and repayment measures shall be implemented.

4.7 If the borrower provides guarantee for the debts of others or sets up mortgage or pledge guarantees with their main assets to third parties before the completion of debt repayment under this agreement, which may affect their ability to repay the debts under this agreement, they shall notify the lender in writing in advance and obtain the written consent of the lender.

4.8 The borrower shall not withdraw or transfer funds, dispose of assets at a low price, gift assets, or transfer shares without authorization, in order to evade debts to the lender or weaken their own debt repayment ability.

4.9 If the borrower changes its name, legal representative, legal address, business scope, mailing address, contact phone number, etc., it shall send the lender a written notice and relevant proof of change issued by the competent authorities for industry and commerce within 5 days after the change. Otherwise, all responsibilities and consequences arising from this shall be borne by the borrower.

4.10 If the guarantor of the loan under this agreement ceases production, closes business, cancels registration, has its business license revoked, goes bankrupt, or incurs operational losses, and partially or completely loses the corresponding guarantee ability for the debt under this agreement, or if the value of the collateral, pledged property, or pledge rights used as collateral for the loan under this agreement decreases or there is a ownership dispute, the borrower shall provide other guarantee measures recognized by the lender within 10 days after the occurrence of the above situation.

4.11 The borrower is obliged to cooperate with the lender’s loan reconciliation work.

4.12 The borrower shall bear the legal services, insurance, transportation, registration, storage, appraisal, notarization, deposit, guarantee and other expenses related to this agreement and the guarantees under this agreement in accordance with the requirements of laws and regulations.

4.13 Upon receiving the collection letter or collection document delivered directly or by mail from the lender, the borrower shall immediately sign for acceptance and deliver the receipt to the lender either immediately or within 3 days.

6.1 This agreement shall take effect once stamped by both parties of the loan. The electronic stamp affixed to this contract has the same legal effect as the physical stamp. The validity period of this agreement shall be one year from the effective date. If no written objection is raised by both parties one month before the expiration of the validity period, the validity period shall be automatically extended for one year, and so on. If there are still outstanding working capital loan under the original agreement, the original agreement shall remain binding on all parties until all businesses under the original agreement are completed. All business that occurs after the effective date of this agreement shall be handled in accordance with the provisions of this agreement.

6.3 If the borrower requests an extension of the loan, they shall submit a written application for extension and a written opinion from the guarantor agreeing to continue the guarantee to the lender 7 days before the loan matures. After the lender reviews and agrees, an extension agreement shall be signed. Only after the extension agreement takes effect can the loan under this agreement be extended accordingly.

6.4 After this agreement takes effect, except as otherwise agreed in this agreement or as required by laws and regulations, neither party shall unilaterally modify or rescind this agreement. If this agreement needs to be changed or rescinded, both parties shall negotiate and reach a written agreement. Until a written agreement is reached, all provisions of this agreement shall remain valid. In case of any change of the agreement, the consent of the customer shall be sought through telephone, SMS, etc., and the announcement shall be made through our bank’s WeChat official account or website.

7.1 The conclusion, validity, interpretation, performance, and dispute resolution of this agreement shall be governed by the laws of the People’s Republic of China (excluding the laws of Hong Kong, Macau, and Taiwan for the purpose of this Agreement).

7.3 In case of disputes arising from the performance of this agreement, if the parties fail to reach an agreement through negotiation and file a lawsuit with the people’s court in accordance with the law, the value of claim shall be within the maximum limit allowed by laws, regulations, judicial interpretations, or local courts. All parties agree that the respondent court shall apply the small claims procedure for trial, and the time limit for providing evidence and defense shall not

exceed seven days (which can be calculated simultaneously). Small claims procedure is the final instance of first instance, and no party is allowed to file an appeal.

7.4 In case of disputes arising from the performance of this agreement, if the parties fail to reach an agreement through negotiation and file a lawsuit with the people’s court in accordance with the law, all parties agree that the court that accepts the case lawsuit shall merge this case with other similar cases for trial and agree to conduct a written trial. All parties are aware and agree to submit personal information related to the case to the court during the merged hearing process, and express it in the relevant legal documents. All parties agree and promise to waive the defense of personal information protection issues arising from the merged hearing. All parties undertake to keep confidential the information of other parties known during the merged hearing process.

7.5 During the negotiation, litigation or arbitration period, the provisions of this agreement that are not involved in the disputes shall still be fulfilled by all parties, and neither party shall refuse to perform any obligations under this agreement on the grounds that the dispute resolution process is ongoing.

8.1 The invalidity or revocation of certain provisions under this Agreement shall not affect the validity of other provisions, which shall remain valid.

8.2.1 The borrower confirms that the address and contact information specified in the supplementary terms of this agreement shall be the address and contact information for service for notices served by the lender and legal documents related to debt collection, litigation (arbitration), and such address and contact information shall apply to all procedures and stages of the disputes including but not limited to collection, arbitration, mediation, first instance, second instance, retrial, execution, supervision, public notice and special procedures.

The process server (including but not limited to lenders, trial courts, arbitration institutions, etc.) may send notices or legal documents in one or more of the following ways. If multiple methods are used for serving, the service time shall be based on the earliest service:

(4) All parties agree that online litigation activities such as service, investigation, mediation, trial, and execution can be carried out through electronic litigation platforms such as mobile micro courts.

The borrower guarantees that the address and contact information provided to the lender are accurate and valid. If there is any change, the borrower will promptly notify the process server of the change. If the incorrect contact information is provided or the changed contact information is not communicated in a timely manner, resulting in the failure to receive the notice or legal document, as long as the process server has already sent the notice or legal document in any of the above agreed ways, it shall be deemed served, and the borrower shall bear any adverse consequences that may arise from this.

If there is a transfer of creditor’s rights, the above notice service terms can also apply to notices sent by the assignee of the creditor’s rights as the delivery party.

8.2.2 If the borrower fails to repay the loan on time or engages in other illegal activities, and the lender entrusts a mediation institution to mediate, file a lawsuit or apply for arbitration, the borrower authorizes and agrees that the mediation institution, people’s court, or arbitration institution may, in accordance with the law, retrieve other phone numbers under the name of each communication operator from the mediation institution, people’s court or arbitration institution in order to obtain contact, provided that the lender still cannot obtain their phone number, and agree that the repaired contact information is one of the addresses for serving documents via SMS or phone.

8.4 The headings of each clause in this agreement are for the convenience of reference only, and no provision of this contract shall be interpreted or understood solely based on the headings.

8.5 Except as stipulated in this agreement or relevant laws and regulations, any act, omission, delay in taking action or any other measures taken by the observant party for the breach or non-performance of any agreement or obligation contained in this agreement at any time shall not be considered as a waiver of any rights enjoyed by the observant party under this agreement, unless the observant party expressly states in writing.

8.6 If either party to this agreement requests notarization of the agreement, the parties shall jointly submit a notarization application to the notary office and clearly grant the agreement the effect of compulsory execution. The notarization fees and relevant expenses shall be borne by the borrower. At the same time, the borrower agrees that this agreement shall have compulsory enforcement effect after being notarized. If the borrower fails to fulfill its obligations under this agreement, the lender may apply for enforcement to the people’s court with jurisdiction in accordance with the law.

8.8 Any matters not covered in this agreement shall be handled in accordance with laws and regulations, the People’s Bank of China, the China Banking and Insurance Regulatory Commission, and relevant regulations of the lender.

Lender: Bank of Ningbo Co. Suzhou Branch     

Borrower: Zai Lab (Suzhou) Co., Ltd.

Article 1 If the borrower fails to repay the loan principal as agreed, the lender shall charge an additional penalty interest of fifty percent (in words) for overdue payment. If the borrower fails to use the loan for the agreed purpose, the lender shall charge an additional misappropriation penalty interest of eighty percent (in words).

Article 2 With the consent of the lender, the borrower may apply for early repayment, and the lender has the right to charge a corresponding penalty of / % of the early repayment amount.

Article 3 Place of signing: No. 749, Ganjiang East Road, Gusu District, Suzhou City.

Postal and express delivery address for service: Building 8, Biotech Industrial Park, No. 218, Sangtian Street, Suzhou Industrial Park

Recipient (or agent): Wei Xiao Job title: Head of Finance ID number: [***]

Contact phone number: [***]     

Fax receiving number:      /    

Mobile SMS receiving number: [***]         

Email address:     /     

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The following is the borrower’s signature to the standard terms and supplementary terms of the Online Working Capital Loan Master Agreement (Contract No.: 07500LK24CC1Gck) between Zai Lab (Suzhou) Co., Ltd. (Borrower) and Bank of Ningbo Co. Suzhou Branch (Lender).

Borrower (official stamp):

Zai Lab (Suzhou) Co., Ltd.

(company chop)

JAMES SHUIZHONG YAN

(name chop)

The following is the lender’s signature to the standard terms and supplementary terms of the Online Working Capital Loan Master Agreement (Contract No.: 07500LK24CC1Gck) between Zai Lab (Suzhou) Co., Ltd. (Borrower) and Bank of Ningbo Co. Suzhou Branch (Lender).

Lender (stamp):

Bank of Ningbo Co. Suzhou Branch

(contract chop)

Lin Ping

(name chop)