Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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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Adlai Nortye Ltd. (Name of Issuer) |
American Depositary Shares, each representing three Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
00704R109 (CUSIP Number) |
03/31/2025 (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. | 00704R109 |
| 1 | Names of Reporting Persons
Unique Mark Ventures Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,790.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Item 6 and 8: The 5,750,790 Class A ordinary shares are held by the issuer's record shareholder, Unique Mark Ventures Limited, a company wholly owned by Fine Process Limited, which is in turn wholly owned by ICBC International Investment Management Limited (ICBCIIM). ICBCIIM is a wholly owned subsidiary of ICBC International Holdings Limited (ICBCI), which is in turn wholly owned by the Industrial and Commercial Bank of China Limited (ICBC), a PRC state-owned bank and a public company. The voting and/or dispositive power with respect to the shares owned by Unique Mark Ventures Limited is exercised jointly by certain individuals of ICBCI, rather than any specific individual. The investment and disposition power over the shares beneficially owned by Fine Process Limited is exercised by its multi-member board of directors, with no individual or entity having the power to unilaterally control. Note to Item 11: The 6.14% represented by the 5,750,790 Class A ordinary shares is calculated based on a total of 93,710,803 Class A ordinary shares issued and outstanding as of the date of the issuer's 2024 annual report.
SCHEDULE 13G
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| CUSIP No. | 00704R109 |
| 1 | Names of Reporting Persons
Fine Process 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,790.00 | ||||||||
| 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)
6.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Item 6 and 8: The 5,750,790 Class A ordinary shares are held by the issuer's record shareholder, Unique Mark Ventures Limited, a company wholly owned by Fine Process Limited, which is in turn wholly owned by ICBC International Investment Management Limited (ICBCIIM). ICBCIIM is a wholly owned subsidiary of ICBC International Holdings Limited (ICBCI), which is in turn wholly owned by the Industrial and Commercial Bank of China Limited (ICBC), a PRC state-owned bank and a public company. The voting and/or dispositive power with respect to the shares owned by Unique Mark Ventures Limited is exercised jointly by certain individuals of ICBCI, rather than any specific individual. The investment and disposition power over the shares beneficially owned by Fine Process Limited is exercised by its multi-member board of directors, with no individual or entity having the power to unilaterally control. Note to Item 11: The 6.14% represented by the 5,750,790 Class A ordinary shares is calculated based on a total of 93,710,803 Class A ordinary shares issued and outstanding as of the date of the issuer's 2024 annual report.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Adlai Nortye Ltd. | |
| (b) | Address of issuer's principal executive offices:
685 U.S. HIGHWAY ONE, 2ND FLOOR, NORTH BRUNSWICK, NJ 08902 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Unique Mark Ventures Limited (ii) Fine Process Limited The 5,750,790 Class A ordinary shares are held by the issuer's record shareholder, Unique Mark Ventures Limited, a company wholly owned by Fine Process Limited, which is in turn wholly owned by ICBCIIM. ICBCIIM a wholly owned subsidiary of ICBC International Holdings Limited (ICBCI), which is in turn wholly owned by the Industrial and Commercial Bank of China Limited (ICBC), a PRC state-owned bank and a public company. The voting and/or dispositive power with respect to the shares owned by Unique Mark Ventures Limited is exercised jointly by certain individuals of ICBCI, rather than any specific individual. The investment and disposition power over the shares beneficially owned by Fine Process Limited is exercised by its multi-member board of directors, with no individual or entity having the power to unilaterally control. | |
| (b) | Address or principal business office or, if none, residence:
(i) 37/F, ICBC TOWER, 3 GARDEN ROAD, HONG KONG (ii) 37/F, ICBC TOWER, 3 GARDEN ROAD, HONG KONG | |
| (c) | Citizenship:
(i) BVI (ii) BVI | |
| (d) | Title of class of securities:
American Depositary Shares, each representing three Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
00704R109 | |
| 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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
5,750,790 | |
| (b) | Percent of class:
6.14 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
5,750,790 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
5,750,790 | ||
| 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 No. 99.1 Joint Filing Agreement |