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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Apollomics Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G0411D107
(CUSIP Number)
December 31, 2023
(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. |
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).
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| Alpha Intelligence Enterprises Limited | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 7,750,530 (1) | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 7,750,530 (1) | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 1 3G for a description of the shareholding relationship among the Reporting Persons (as defined hereafter). Consists of 7,750,530 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Apollomics Inc. (the “Issuer”) held directly by Alpha Intelligence Enterprises Limited (“Alpha Intelligence”). |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2023, after giving effect to the conversion of all Class B ordinary shares, par value 0.0001 per share (the “Class B Ordinary Shares”), of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
2
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| Shanghai Yuqi Technology Partnership (Limited Partnership) | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
China |
|
NUMBER OF REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 7,750,530 (1)(2) | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 7,750,530 (1)(2) | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (3) | |
| (12) | TYPE OF REPORTING PERSON |
| PN |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Article 9.1 of the Articles of Association of Alpha Intelligence gives its directors all the powers necessary for managing, and for directing and supervising, the business and affairs of Alpha Intelligence, which powers are not interpreted by Alpha Intelligence to include the voting or disposition powers over 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (3) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
3
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| CMB Financial Holding (Shenzhen) Co., Ltd. | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 0 | ||
| (6) | SHARED VOTING POWER | |
| 7,750,530 (1) | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 0 | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 7,750,530 (1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Voting and dispositive powers are shared with China Merchant Bank International Financial Holding (Shenzhen) Ltd. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
4
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| China Merchant Bank International Financial Holding (Shenzhen) Ltd. | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 0 | ||
| (6) | SHARED VOTING POWER | |
| 7,750,530 (1) | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 0 | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 7,750,530 (1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Voting and dispositive powers are shared with CMB Financial Holding (Shenzhen) Co., Ltd. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
5
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| CMB International Capital Corporation Limited | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR, China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 7,750,530 (1) | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 7,750,530 (1) | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
6
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| CMB International Capital Holdings Corporation Limited | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR, China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 0 | ||
| (6) | SHARED VOTING POWER | |
| 7,750,530 (1) | ||
| (7) | SOLE DISPOSITIVE POWER | |
| < /td> | ||
| 0 | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 7,750,530 (1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Voting and dispositive powers are shared with CMB Wing Lung Bank Limited. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
7
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| CMB Wing Lung Bank Limited | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR, China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 0 | ||
| (6) | SHARED VOTING POWER | |
| 7,750,530 (1) | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 0 | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 7,750,530 (1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Voting and dispositive powers are shared with CMB International Capital Holdings Corporation Limited. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
8
| CUSIP No. G0411D107 | Schedule 13G |
| (1) | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| China Merchants Bank Co., Ltd. | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER |
| 7,750,530 (1) | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 7,750,530 (1) | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,750,530 (1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 8.66% (2) | |
| (12) | TYPE OF REPORTING PERSON |
| CO |
| (1) | See Item 4 of this Schedule 13G for a description of the shareholding relationship among the Reporting Persons. Consists of 7,750,530 Class A Ordinary Shares of the issuer held directly by Alpha Intelligence. |
| (2) | Calculations are based upon 89,480,790 Class A Ordinary Shares of the Issuer outstanding as of September 29, 2023, as reported in the Issuer’s Rule 424(b)(3) Prospectus, filed with the SEC on September 29, 2023, after giving effect to the conversion of all Class B Ordinary Shares of the Issuer to Class A Ordinary Shares on a one-on-one basis on September 29, 2023. |
9
| CUSIP No. G0411D107 | Schedule 13G |
ITEM 1 (a) NAME OF ISSUER:
Apollomics Inc.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
989 E. Hillsdale Blvd., Suite 220,
Foster City, CA 94404
ITEM 2 (a) NAME OF PERSONS FILING:
| (i) | Alpha Intelligence Enterprises Limited | |
| (ii) | Shanghai Yuqi Technology Partnership (Limited Partnership) | |
| (iii) | China Merchant Bank International Financial Holding (Shenzhen) Ltd. | |
| (iv) | CMB Financial Holding (Shenzhen) Co., Ltd. | |
| (v) | CMB International Capital Corporation Limited | |
| (vi) | CMB International Capital Holdings Corporation Limited | |
| (vii) | CMB Wing Lung Bank Limited | |
| (viii) | China Merchants Bank Co., Ltd. |
This joint statement on Schedule 13G is being filed by Alpha Intelligence Enterprises Limited (“Alpha Intelligence”) (acting on behalf of and for the account of: (i) Shanghai Yuqi Technology Partnership (Limited Partnership) (“Yuqi”), (ii) China Merchant Bank International Financial Holding (Shenzhen) Ltd. (“CMB International Financial”), (iii) CMB Financial Holding (Shenzhen) Co., Ltd. (“CMB Financial”), (iv) CMB International Capital Corporation Limited (“CMB Capital”), (v) CMB International Capital Holdings Corporation Limited (“CMB Holding”), (vi) CMB Wing Lung Bank Limited (“Wing Lung”), and (vii) China Merchants Bank Co., Ltd. (“CMB,” all of the foregoing, together with Alpha Intelligence, collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed as Exhibit A attached hereto, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.
10
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
| (i) | Alpha Intelligence: | |
| Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands |
| (ii) | Yuqi: | |
| Building 1, 1st Floor, No. 251 Yaohua Road, Shanghai Pilot Free Trade Zone, shanghai, China |
| (iii) | CMB International Financial | |
| Room 201, Building A, No.1 Qianwan 1st Road, Qianhai Shenzhen Hong Kong Cooperation Zone, Shenzhen, Guangdong, China |
| (iv) | CMB Financial | |
| Room 201, Building A, No.1 Qianwan 1st Road, Qianhai Shenzhen Hong Kong Cooperation Zone, Shenzhen, Guangdong, China |
| (v) | CMB Capital: | |
| 45-46/F, Champion Tower, Three Garden Road, Central, Hong Kong SAR, China |
| (vi) | CMB Holding: | |
| 46/F, Champion Tower, Three Garden Road, Central, Hong Kong SAR, China |
| (vii) | Wing Lung: | |
| 45 Des Voeux Road, Central, Hong Kong SAR, China |
| (viii) | CMB: | |
| 19/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, Guangdong, China |
ITEM 2 (c) CITIZENSHIP:
| (i) | Alpha Intelligence: British Virgin Islands | |
| (ii) | Yuqi: China | |
| (iii) | CMB International Financial: China | |
| (iv) | CMB Financial: China | |
| (v) | CMB Capital: Hong Kong SAR, China | |
| (vi) | CMB Holding: Hong Kong SAR, China | |
| (vii) | Wing Lung: Hong Kong SAR, China | |
| (viii) | CMB: China |
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Class A Ordinary Shares.
ITEM 2 (e) CUSIP NUMBER:
G0411D107
11
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;. |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______ |
ITEM 4 OWNERSHIP
Information with respect to the beneficial ownership of securities of the Reporting Persons, respectively, is incorporated by reference to items (5) - (9) and (11) of the respective cover page of all Reporting Persons.
As reported in the cover pages to this report, the ownership information with respect to each Reporting Person is as follows:
| (a) | Amount Beneficially Owned: See line 9 of pages 2 to 9 |
| (b) | Percent of Class: See line 11 of pages 2 to 9 |
| (c) | Number of Shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See line 5 of pages 2 to 9 |
| (ii) | Shared power to vote or to direct the vote: See line 6 of pages 2 to 9 |
| (iii) | Sole power to dispose or to direct the disposition of: See line 7 of pages 2 to 9 |
| (iv) | Shared power to dispose or to direct the disposition of: See line 8 of pages 2 to 9 |
As of the date of this filing, Alpha Intelligence holds 7,750,530 Class A Ordinary Shares, constituting approximately 8.66% of the issued and outstanding Class A Ordinary Shares of the Issuer (the “Shares”).
Yuqi is the sole member of Alpha Intelligence, and in such capacity, Yuqi exercises control over the appointment of directors of Alpha Intelligence, who, according to Article 9.1 of the Articles of Association of Alpha Intelligence, has all the powers necessary for managing, and for directing and supervising, the business, and affairs of Alpha Intelligence. Such power is not interpreted by Alpha Intelligence to include the voting or disposition powers over the Shares. Yuqi, by virtue of being the sole member of Alpha Intelligence, indirectly holds the voting and disposition powers over the Shares.
12
CMB International is Yuqi’s general partner, and CMB Financial is its limited partner. Pursuant to the terms of the limited partnership agreement of Yuqi, CMB International Financial and CMB Financial share power over the disposition of Yuqi’s assets, including its equity interests in Alpha Intelligence, and indirectly, the Shares. CMB Financial is also the sole shareholder of CMB International Financial and has the power to direct its investment decisions.
CMB Capital is the sole shareholder of CMB Financial and has the power to direct its investment decisions.
CMB Holding and Wing Lung are the two shareholders of CMB Capital and share their power to direct investment decisions of CMB Capital.
CMB is the sole shareholder of both CMB Holding and Wing Lung and has the power to direct their investment decisions.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons, or any of their subsidiaries or affiliates, is or are the beneficial owners of the Shares for any other purpose than Section 13(d) and 13(g) of the Act, as amended.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
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 A GROUP
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
Date: February 27, 2024
| Alpha Intelligence Enterprises Limited | |||
| By: | /s/ Yu Wang | ||
| Name: | Yu Wang | ||
| Title: | Director | ||
| Shanghai Yuqi Technology Partnership (Limited Partnership) | |||
| By: | /s/ Kexiang Zhou | ||
| Name: | Kexiang Zhou | ||
| Title: | Representative of Managing Partner | ||
| China Merchant Bank International Financial Holding (Shenzhen) Ltd. | |||
| By: | /s/ Kexiang Zhou | ||
| Name: | Kexiang Zhou | ||
| Title: | Director | ||
| CMB Financial Holding (Shenzhen) Co., Ltd. | |||
| By: | /s/ Kexiang Zhou | ||
| Name: | Kexiang Zhou | ||
| Title: | Director | ||
| CMB International Capital Corporation Limited | |||
| By: | /s/ Ju Zhao | ||
| Name: | Ju Zhao | ||
| Title: | Director | ||
| CMB International Capital Holdings Corporation Limited | |||
| By: | /s/ Liang Wang | ||
| Name: | Liang Wang | ||
| Title: | Director | ||
| CMB Wing Lung Bank Limited | |||
| By: | /s/ Liang Wang | ||
| Name: | Liang Wang | ||
| Title: | Director | ||
| China Merchants Bank Co., Ltd. | |||
| By: | /s/ Liang Wang | ||
| Name: | Liang Wang | ||
| Title: | Director | ||
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JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 27, 2024, is made by and among the persons named below. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.0001 per share, of Apollomics Inc., a corporation incorporated in the Cayman Islands, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the date and year first above written.
| Alpha Intelligence Enterprises Limited | |||
| By: | /s/ Yu Wang | ||
| Name: | Yu Wang | ||
| Title: | Director | ||
| Shanghai Yuqi Technology Partnership (Limited Partnership) | |||
| By: | /s/ Kexiang Zhou | ||
| Name: | Kexiang Zhou | ||
| Title: | Representative of Managing Partner | ||
| China Merchant Bank International Financial Holding (Shenzhen) Ltd. | |||
| By: | /s/ Kexiang Zhou | ||
| Name: | Kexiang Zhou | ||
| Title: | Director | ||
| CMB Financial Holding (Shenzhen) Co., Ltd. | |||
| By: | /s/ Kexiang Zhou | ||
| Name: | Kexiang Zhou | ||
| Title: | Director | ||
| CMB International Capital Corporation Limited | |||
| By: | /s/ Ju Zhao | ||
| Name: | Ju Zhao | ||
| Title: | Director | ||
| CMB International Capital Holdings Corporation Limited | |||
| By: | /s/ Liang Wang | ||
| Name: | Liang Wang | ||
| Title: | Director | ||
| CMB Wing Lung Bank Limited | |||
| By: | /s/ Liang Wang | ||
| Name: | Liang Wang | ||
| Title: | Director | ||
| China Merchants Bank Co., Ltd. | |||
| By: | /s/ Liang Wang | ||
| Name: | Liang Wang | ||
| Title: | Director | ||
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