Business Context and Reporting Period
This Form 8-K Current Report was filed by Zai Lab Limited on April 18, 2022. The registrant is a Cayman Islands company with principal executive offices in Shanghai, China. The report addresses a change in the Company's independent registered public accounting firm effective for the fiscal year ending December 31, 2022.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the audit function rather than financial performance results.
Material Changes
- Engagement of New Auditor: The Audit Committee approved the engagement of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. KPMG will audit consolidated financial statements filed with the SEC and the Hong Kong Stock Exchange.
- Dismissal of Prior Auditor: The Audit Committee approved the dismissal of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu. The dismissal is effective after Deloitte completes its services for the Form 10-Q for the quarter ended March 31, 2022, and requisite regulatory approvals are received.
- Transition Status: KPMG is concluding standard client evaluation procedures. Deloitte has agreed to cooperate with KPMG regarding the transition.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. Regarding risks and contingencies, the Company confirmed:
- There were no disagreements with Deloitte during the fiscal years ended December 31, 2021 and 2020, or the subsequent interim period, regarding accounting principles, financial statement disclosure, or auditing scope.
- There were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.
- Deloitte's reports for the fiscal years ended December 31, 2020 and 2021 did not contain adverse opinions, disclaimers, or qualifications.
- The appointment of KPMG is subject to administrative approvals from the Hong Kong Stock Exchange and the Financial Reporting Council of Hong Kong.
Investor Verification Checklist
- Verify the receipt of the letter from Deloitte confirming no disagreements or reportable events, which the Company intends to file within ten business days of this report.
- Confirm the formal execution of the engagement letter between Zai Lab Limited and KPMG LLP.
- Monitor the receipt of requisite approvals from the Hong Kong Stock Exchange and the Financial Reporting Council of Hong Kong for KPMG's appointment.
- Review the upcoming Form 10-Q for the quarter ended March 31, 2022, to confirm Deloitte's final audit opinion prior to the transition.