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                              September 29, 2021

       Billy Cho
       Chief Financial Officer
       Zai Lab, Ltd.
       4560 Jinke Road
       Bldg. 1, Fourth Floor
       Pudong
       Shanghai, China

                                                        Re: Zai Lab, Ltd.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2020
                                                            Filed March 1, 2021
                                                            File No. 001-38205

       Dear Mr. Cho:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2020

       Part I
       Item 1. Business, page 1

   1.                                                   At the onset of Part 1,
provide prominent disclosure about the legal and operational risks
                                                        associated with being
based in or having the majority of the company   s operations in
                                                        China. Your disclosure
should make clear whether these risks could result in a material
                                                        change in your
operations and/or the value of your ADSs or could significantly limit or
                                                        completely hinder your
ability to offer or continue to offer securities to investors and
                                                        cause the value of such
securities to significantly decline or be worthless. Your disclosure
                                                        should address how
recent statements and regulatory actions by China   s government, such
                                                        as those related data
security or anti-monopoly concerns, has or may impact the
                                                        company   s ability to
conduct its business, accept foreign investments, or list on an U.S. or
 Billy Cho
FirstName  LastNameBilly Cho
Zai Lab, Ltd.
Comapany 29,
September  NameZai
               2021 Lab, Ltd.
September
Page  2    29, 2021 Page 2
FirstName LastName
         other foreign exchange. Your Business section should address, but not
necessarily be
         limited to, the risks highlighted in Part 1.
2.       At the onset of Part 1, clearly disclose how you will refer to the
holding company and
         subsidiaries when providing the disclosure throughout the document so
that it is clear to
         investors which entity the disclosure is referencing and which
subsidiaries or entities are
         conducting the business operations. Refrain from using terms such as
 we    or    our    when
         describing activities or functions of a subsidiary with a different
domicile than the holding
         company. Disclose clearly the entity (including the domicile) in which
investors are
         purchasing their interest.

3.       On page 1 and as a separate risk factor under Item 1A, disclose each
permission that you
         or your subsidiaries are required to obtain from Chinese authorities
to operate and issue
         these securities to foreign investors, including approvals needed to
transfer scientific data
         as discussed on page 89. State whether you or your subsidiaries are
covered by
         permissions requirements from the CSRC, CAC or any other entity, and
state
         affirmatively whether you have received all requisite permissions and
whether any
         permissions have been denied, including those related to the transfer
of scientific data.
4.       In your Business section and as a separate risk factor, provide a
clear description of how
         cash is transferred through your organization. Disclose your
intentions to distribute
         earnings or settle amounts owed. Quantify any cash flows and transfers
of other assets by
         type that have occurred between the holding company and its
subsidiaries and direction of
         transfer. Quantify any dividends or distributions that a subsidiary
has made to the holding
         company, which entity made such transfer, and their tax consequences.
Similarly quantify
         dividends or distributions made to U.S. investors, the source, and
their tax consequences.
         Describe any restrictions on foreign exchange and your ability to
transfer cash between
         entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on
         your ability to distribute earnings from your businesses, including
subsidiaries, to the
         parent company and U.S. investors.
Summary of Significant Risk Factors, page iii

5.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in
your risk factor
         disclosure. For example, specifically discuss risks arising from the
legal system in China,
         including risks and uncertainties regarding the enforcement of laws
and that rules and
         regulations in China can change quickly with little advance notice;
and the risk that the
         Chinese government may intervene or influence your operations at any
time, or may exert
         more control over offerings conducted overseas and/or foreign
investment in China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your ADSs. Acknowledge any risks that any actions by the Chinese
government to exert
 Billy Cho
Zai Lab, Ltd.
September 29, 2021
Page 3
         more oversight and control over offerings that are conducted overseas
and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
Item 1A. Risk Factors, page 61

6.       Revise your risk factors to acknowledge that if the PRC government
determines that your
         offshore corporate structure does not comply with PRC regulations, or
if these regulations
         change or are interpreted differently in the future, your shares may
decline in value or
         become worthless if you are unable to assert your contractual control
rights over the assets
         of your PRC subsidiaries that conduct all or substantially all of your
operations.
7.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your ADSs. Also, given
recent statements
         by the Chinese government indicating an intent to exert more oversight
and control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers,
         acknowledge the risk that any such action could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
8.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Tracie Mariner at (202) 551-3744 or Kevin Vaughn at
(202) 551-
3494 if you have questions regarding comments on the financial statements and
related matters.



FirstName LastNameBilly Cho                                     Sincerely,
Comapany NameZai Lab, Ltd.
                                                                Division of
Corporation Finance
September 29, 2021 Page 3                                       Office of Life
Sciences
FirstName LastName