Sec Form 13G Filing - Fortune Eight Jogging Ltd filing for I-MAB SPONSORED ADS (IMAB) - 2021-02-04

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 disclosures provided in a prior cover page.

Some of the holdings reported herein are in the form of American Depositary Shares (“ADS”), which may be exchanged for ordinary shares of the Issuer, par value $0.0001 (“Ordinary Shares”) at a 10:23 ratio.

The CUSIP Number listed throughout this filing is the CUSIP assigned to the ADS of the Issuer.

  Name of Reporting Persons:

  Fortune Eight Jogging Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization:

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,465,631

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,465,631

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,465,631 Ordinary Shares³

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.6%⁴

  Type of Reporting Person (See Instructions):

  CO

See Item 4 of this Statement for more information.

This percentage is calculated based on 168,074,090 Ordinary Shares outstanding as of December 31, 2020.

  Name of Reporting Persons:

  Hony Hongling (Shanghai) Investment Center

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization:

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,465,631⁵

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,465,631

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,465,631 Ordinary Shares

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.6%⁶

  Type of Reporting Person (See Instructions):

  PN

See Item 4 of this Statement for more information.

This percentage is calculated based on 168,074,090 Ordinary Shares outstanding as of December 31, 2020.

  Name of Reporting Persons:

  Hony Investment (Shanghai) Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization:

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,465,631

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,465,631

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,465,631 Ordinary Shares⁷

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.6%⁸

  Type of Reporting Person (See Instructions):

  CO

See Item 4 of this Statement for more information.

This percentage is calculated based on 168,074,090 Ordinary Shares outstanding as of December 31, 2020.

  Name of Reporting Persons:

  Beijing Hony Hezhong Enterprise Management Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization:

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,465,631

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,465,631

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,465,631 Ordinary Shares⁹

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.6%¹⁰

  Type of Reporting Person (See Instructions):

  CO

See Item 4 of this Statement for more information.

This percentage is calculated based on 168,074,090 Ordinary Shares outstanding as of December 31, 2020.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of the Principal Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

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:

☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   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);

☐   Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

Exhibit No.

Description