Qiming-affiliated investors report beneficial ownership of 66,329,320 ordinary shares of Zai Lab, representing 5.97% of the outstanding class. The disclosed position is held through QM11 Limited and related Cayman entities and is composed, per the filing, of 1,268,000 ADSs and 53,649,320 ordinary shares that together total the reported 66,329,320 shares.
Breakdown in the filing shows Qiming Corporate GP IV, Ltd. and QM11 Limited with sole voting and dispositive power over the 66,329,320 shares, while related Qiming entities report shared voting/dispositive power of 64,299,112 shares (5.79%) and 2,030,208 shares (0.18%). The percentage is calculated using 1,110,783,740 ordinary shares outstanding, as disclosed by the issuer.
Positive
Disclosure of a material stake: The filing reports a clear beneficial ownership of 66,329,320 shares, representing 5.97% of the class, which improves market transparency.
Structured ownership detail: The filing provides a precise breakdown of voting and dispositive power across named Qiming entities and QM11 Limited, aiding investor assessment.
Negative
None.
Insights
TL;DR: A passive 5.97% stake by Qiming signals meaningful institutional interest but does not imply control.
The filing documents a total beneficial holding of 66,329,320 Zai Lab ordinary shares, equivalent to 5.97% of the issuer's 1,110,783,740 outstanding shares used for the calculation. As a Schedule 13G amendment, this reflects disclosure of ownership rather than an active proxy or control intent. For investors, the development is material as a transparency event demonstrating concentrated institutional exposure, though it does not alter governance or control dynamics by itself.
TL;DR: Ownership is routed through offshore entities and a holding company, with limited sole control beyond disclosure.
The ownership structure shows the position held primarily via QM11 Limited66,329,320 shares, while related partnership vehicles report shared power over 64,299,112 and 2,030,208 shares respectively. This layered structure is typical for institutional investments and important for assessing who can exercise voting influence, but the filing contains no indication of coordinated activism or control changes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
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:
5
Sole Voting Power
66,329,320.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
66,329,320.00
8
Shared Dispositive Power
0.00
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
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,030,208.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,030,208.00
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
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
64,299,112.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,299,112.00
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
64,299,112.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,299,112.00
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
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:
5
Sole Voting Power
66,329,320.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
66,329,320.00
8
Shared Dispositive Power
0.00
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
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
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:
(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
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Qiming Corporate GP IV, Ltd.
Signature:
/s/ Holan Lam
Name/Title:
Holan Lam/Authorized Signatory
Date:
08/12/2025
Qiming Managing Directors Fund IV, L.P
Signature:
/s/ Holan Lam
Name/Title:
Holan Lam/Authorized Signatory
Date:
08/12/2025
Qiming GP IV, L.P
Signature:
/s/ Holan Lam
Name/Title:
Holan Lam/Authorized Signatory
Date:
08/12/2025
Qiming Venture Partners IV, L.P.
Signature:
/s/ Holan Lam
Name/Title:
Holan Lam/Authorized Signatory
Date:
08/12/2025
QM11 Limited
Signature:
/s/ Holan Lam
Name/Title:
Holan Lam/Authorized Signatory
Date:
08/12/2025
Exhibit Information
Exhibit A Joint Filing Agreement dated February 13, 2019
https://www.sec.gov/Archives/edgar/data/1704292/000095010319001958/dp102255_sc13ga-zai.htm
The filing was made by Qiming Corporate GP IV, Ltd., Qiming Managing Directors Fund IV, L.P., Qiming GP IV, L.P., Qiming Venture Partners IV, L.P. and QM11 Limited.
How many Zai Lab (ZLAB) shares does the Qiming group report owning?
The group reports beneficial ownership of 66,329,320 ordinary shares, representing 5.97% of the class.
How is the 66,329,320-share position composed?
The filing states QM11 Limited's holding consists of 1,268,000 ADSs and 53,649,320 ordinary shares, summing to the reported total.
What voting and dispositive power do the filers have over ZLAB shares?
Qiming Corporate GP IV, Ltd. and QM11 Limited report sole voting and dispositive power over the 66,329,320 shares; related Qiming entities report shared voting/dispositive power of 64,299,112 and 2,030,208 shares.
What basis was used to calculate the percentage ownership?
The percentage is calculated using 1,110,783,740 ordinary shares outstanding, per the issuer's disclosure referenced in the filing.
