Sec Form 13D Filing - Hong Seng Technology Ltd filing for BIOLINERX LTD SPONSORED ADR NE (BLRX) - 2023-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

BioLineRx Ltd.

(Name of Issuer)

 

Ordinary shares, par value NIS 0.10 per share

(Title of Class of Securities)

Jia Liu/ Bingfeng Zhang

7#, No.37 Chao Qian Road

Changping Tech. Zone

Beijing, P.R. China

86-010-80123864/ 86-010-80120767

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09071M205**

(CUSIP Number)

 

October 9, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

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* 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. The CUSIP number 09071M205 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The NASDAQ Global Select Market under the ticker “BLRX.” Each ADS represents 15 Ordinary Shares.

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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(1)	Include 6,829,137 ADS, representing 102,437,055 ordinary shares of the Issuer held by Hong Seng Technology Limited.

1	NAMES OF REPORTING PERSONS Lepu (Hong Kong) Co., Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)☐ (b)☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 102,437,055 ordinary shares(3)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 102,437,055 ordinary shares(3)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 102,437,055 ordinary shares(3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%(2)
14	TYPE OF REPORTING PERSON CO

(3)	Include 6,829,137 ADS, representing 102,437,055 ordinary shares of the Issuer held by Hong Seng Technology Limited. Lepu (Hong Kong) Co., Limited held 66.67% equity interest of Hong Seng Technology Limited.

 

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(4)	Include 6,829,137 ADS, representing 102,437,055 ordinary shares of the Issuer held by Hong Seng Technology Limited. Lepu (Hong Kong) Co., Limited holds 66.67% equity interest of Hong Seng Technology Limited. Lepu Holdings Limited holds 99.5% equity interest of Lepu (Hong Kong) Co., Limited.

 

(5)

Include 6,829,137 ADS, representing 102,437,055 ordinary shares of the Issuer held by Hong Seng Technology Limited. Lepu (Hong Kong) Co., Limited holds 66.67% equity interest of Hong Seng Technology Limited. Lepu Holdings Limited holds 99.5% equity interest of Lepu (Hong Kong) Co., Limited. Lepu Medical (Europe) Cooperatief U.A. hold 100% equity interest of Lepu Holdings Limited.

 

(6)

Include 6,829,137 ADS, representing 102,437,055 ordinary shares of the Issuer held by Hong Seng Technology Limited. Lepu (Hong Kong) Co., Limited holds 66.67% equity interest of Hong Seng Technology Limited. Lepu Holdings Limited holds 99.5% equity interest of Lepu (Hong Kong) Co., Limited. Lepu Medical (Europe) Cooperatief U.A. holds 100% equity interest of Lepu Holdings Limited. Lepu Medical Technology (Beijing) Co., Ltd. holds 99.95% equity interest of Lepu Medical (Europe) Cooperatief U.A. Lepu Medical Technology (Beijing) Co., Ltd. is a company publicly listed on Shenzhen Stock Exchange in the PRC (300003.SZ).

 

Item 1.          Security and Issuer

This statement on Schedule 13D relates to the ordinary shares, par value NIS 0.10 per share (the “Ordinary Shares”), of BioLineRx Ltd., a company incorporated in Israel (the “Issuer”), whose principal executive offices are located at 2 HaMa’ayan Street, Modi’in 7177871, Israel.

 

Item 2.          Identity and Background

 

 

 

 

 

 

 

 

 

  

 

 

Item 3.          Source and Amount of Funds or Other Consideration

 

The information set forth in Row 4 of the Cover Pages attached hereto and the Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3.

 

Item 4.          Purpose of Transaction

Pursuant to the Securities Purchase Agreement entered into among Hong Seng Technology Limited, Guangzhou Gloria Biosciences Co., Ltd. (“Gloria”), a company organized under the laws of the People’s Republic of China, and the Issuer on August 27, 2023 (the “SPA”), Hong Seng Technology Limited acquired 102,437,055 Ordinary Shares of the Issuer in the form of 6,829,137 ADSs (each ADS represents 15 Ordinary Shares) for a total consideration of US$14,587,037 on October 9, 2023. According to the SPA, the Issuer undertakes to appoint Mr. Shaoyu Yan, nominated by Hong Seng Technology Limited, as a Class III director of the Issuer with a three-year term of office until the annual general meeting of the shareholders of the Issuer to be held in 2026, subject to the closing of the transaction contemplated under the SPA and in any event effective no earlier than thirty (30) days following the date of the SPA. In addition, Gloria undertakes to become, directly or indirectly, the sole beneficial owner of Hong Seng Technology Limited (the “Gloria Transaction”). To that end, both Hong Seng Technology Limited and Gloria undertake to use their best commercial efforts and to take all reasonable actions necessary to obtain the approval of the State Administration of Foreign Exchange of the People’s Republic of China (the “SAFE Approval”) in respect of the Gloria Transaction as promptly as possible following the date of the SPA and to consummate the Gloria Transaction promptly following the issuance of the SAFE Approval but in no event later than one (1) month thereafter. The SPA has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on Form 6-K on August 30, 2023, which is incorporated herein by reference.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

Item 5.          Interest in Securities of the Issuer

 

(a) and (b)

 

The information set forth in Rows 7 – 13 of the Cover Pages attached hereto and is incorporated herein by reference.

Each of the Reporting Persons may be deemed to have beneficial ownership of 102,437,055 Ordinary Shares, in the form of 6,829,137 ADSs (each ADS represents 15 Ordinary Shares), and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 9.5% of the outstanding Ordinary Shares of the Issuer, as determined pursuant to Rule 13d-3(d)(1)(i), based on 1,077,591,175 Ordinary Shares outstanding of the Issuer as of October 16, 2023 as informed by the Issuer. Hong Seng Technology Limited is the record and direct beneficial owner of the securities covered by this statement. Lepu (Hong Kong) Co., Limited holds 66.67% equity interest of Hong Seng Technology Limited. Lepu Holdings Limited holds 99.5% equity interest of Lepu (Hong Kong) Co., Limited. Lepu Medical (Europe) Cooperatief U.A. holds 100% equity interest of Lepu Holdings Limited. Lepu Medical Technology (Beijing) Co., Ltd. holds 99.95% equity interest of Lepu Medical (Europe) Cooperatief U.A. Lepu Medical Technology (Beijing) Co., Ltd. is a company publicly listed on Shenzhen Stock Exchange in the PRC (300003.SZ).

 

(c)

 

Other than as described herein, neither the Reporting Persons nor any of the persons listed on Annex A have effected any transactions in the Issuer’s securities during the 60 days preceding the date of this report

(d)

 

Not Applicable.

 

(e)

 

Not Applicable.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

 

Item 7.          Material to be Filed as Exhibits

 

 

 

SIGNATURES

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: October 26, 2023

 

Annex A

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS