Statement of Ownership (sc 13g)
February 25 2022 - 4:59PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Connect
Biopharma Holdings Limited
(Name of Issuer)
Ordinary shares, par value $0.000174 per share
(Title of Class of Securities)
207523101**
(CUSIP
Number)
December 31, 2021
(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)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** |
There is no CUSIP number assigned to the Ordinary Shares of the Issuer (“Ordinary Shares”). CUSIP
number 207523101 has been assigned to the American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one Ordinary Share. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 207523101 |
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Schedule 13G |
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Page 1 of 6 |
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| 1 |
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Names of
Reporting Persons BioFortune Inc. |
| 2 |
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Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization British Virgin Islands |
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,948,929 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,948,929 |
| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,948,929 |
| 10 |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class Represented by Amount
in Row 9 10.8% |
| 12 |
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Type of Reporting Person
CO |
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| CUSIP No. 207523101 |
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Schedule 13G |
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Page 2 of 6 |
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Names of
Reporting Persons Wubin Pan |
| 2 |
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Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Canada |
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
123,080 |
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6 |
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Shared Voting Power
5,993,311 |
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7 |
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Sole Dispositive Power
123,080 |
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8 |
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Shared Dispositive Power
5,993,311 |
| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,116,391 |
| 10 |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class Represented by Amount
in Row 9 11.1% |
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Type of Reporting Person
IN |
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| CUSIP No. 207523101 |
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Schedule 13G |
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Page 3 of 6 |
| ITEM 1. (a) |
Name of Issuer: |
Connect Biopharma Holdings Limited (the “Issuer”).
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(b) |
Address of Issuer’s Principal Executive Offices: |
Science and Technology Park, East R&D Building, 3rd Floor, 6 Beijing West Road, Taicang, Jiangsu, China 215400
| ITEM 2. (a) |
Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of:
BioFortune Inc.
Wubin Pan
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(b) |
Address or Principal Business Office: |
The business address of the Reporting Persons is c/o BioFortune Inc., Coastal Building, Wickham’s Cay II, P. O. Box 2221,
Road Town, Tortola, British Virgin Islands.
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(c) |
Citizenship of each Reporting Person is: |
BioFortune Inc. is organized under the laws of the British Virgin Islands. Wubin Pan is a citizen of Canada.
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(d) |
Title of Class of Securities: |
Ordinary Shares, par value $0.000174 per share. The Ordinary Shares are sold on the U.S. market as ADSs, each of which
represents one Ordinary Share.
207523101
Not applicable.
(a-c)
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| CUSIP No. 207523101 |
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Schedule 13G |
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Page 4 of 6 |
The ownership information presented below represents beneficial ownership of
Ordinary Shares as of December 31, 2021. The percentage calculation is based upon 55,076,319 Ordinary Shares outstanding as of December 31, 2021.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole power
to vote or to
direct the
vote: |
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Shared power
to vote or to
direct the vote: |
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Sole
power to
dispose or
to direct
the
disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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| BioFortune Inc. |
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5,948,929 |
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10.8 |
% |
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0 |
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5,948,929 |
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0 |
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5,948,929 |
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| Wubin Pan |
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6,116,391 |
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11.1 |
% |
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123,080 |
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5,993,311 |
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123,080 |
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5,993,311 |
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Mr. Pan is the beneficial owner of 6,116,391 Ordinary Shares, which consists of (i)
5,948,929 Ordinary Shares held of record by BioFortune Inc.; (ii) 123,080 Ordinary Shares underlying stock options held of record by Mr. Pan that are exercisable as of March 1, 2022; (iii) 39,382 Ordinary Shares held of record by
Mr. Pan’s spouse; and (iv) 5,000 Ordinary Shares held of record by Mr. Pan’s sister. Mr. Pan is the sole shareholder of BioFortune Inc. As a result, Mr. Pan may be deemed to share beneficial ownership over the
securities held of record by BioFortune Inc.
| ITEM 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. |
Ownership of More than Five 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. |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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| CUSIP No. 207523101 |
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Schedule 13G |
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Page 5 of 6 |
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.
Date: February 25, 2022
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| BioFortune Inc. |
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| By: |
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/s/ Wubin Pan |
| Name: |
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Wubin Pan |
| Title: |
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Director |
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| Wubin Pan |
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| /s/ Wubin Pan |
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| CUSIP No. 207523101 |
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Schedule 13G |
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Page 6 of 6 |
LIST OF EXHIBITS
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| Exhibit
No. |
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Description |
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| 99 |
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Joint Filing Agreement. |
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