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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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(Amendment No. 1)*
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Adlai Nortye Ltd. (Name of Issuer) |
Ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
12/31/2023 (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)
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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. |
| 1 | Names of Reporting Persons
JIN YIN (BVI) 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
4,561,077.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Representing 4,561,077 Class A ordinary shares of the Issuer held by JIN YIN (BVI) LIMITED.
(2) This percentage is calculated based on a total of (i) 142,241,572 Class A ordinary shares and 16,990,000 Class B ordinary shares outstanding of the Issuer as of April 10th, 2026 as reported in the Issuer's annual report on Form 20-F filed on the same date.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Shanghai Gaopei Duwei Biotechnology Co., 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
CHINA
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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
4,561,077.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (3) Representing 4,561,077 Class A ordinary shares of the Issuer held by JIN YIN (BVI) LIMITED. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Hangzhou Jingyin Investment Partnership (Limited Partnership) | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,561,077.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (4) Representing 4,561,077 Class A ordinary shares of the Issuer held by JIN YIN (BVI) LIMITED. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED. Hangzhou Jingyin Investment Partnership (Limited Partnership) holds 99.0% equity interest of Shanghai Gaopei Duwei Biotechnology Co., Ltd.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Hangzhou Jingfeng Investment Management Company | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,561,077.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (5) Representing 4,561,077 Class A ordinary shares of the Issuer held by JIN YIN (BVI) LIMITED. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED. Hangzhou Jingyin Investment Partnership (Limited Partnership) holds 99.0% equity interest of Shanghai Gaopei Duwei Biotechnology Co., Ltd. Hangzhou Jingfeng Investment Management Company is the general partner of Hangzhou Jingyin Investment Partnership (Limited Partnership), and may be deemed to beneficially own the ordinary shares beneficially owned by Hangzhou Jingyin Investment Partnership (Limited Partnership).
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Shijun Feng | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,561,077.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (6) Representing 4,561,077 Class A ordinary shares of the Issuer held by JIN YIN (BVI) LIMITED. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED. Hangzhou Jingyin Investment Partnership (Limited Partnership) holds 99.0% equity interest of Shanghai Gaopei Duwei Biotechnology Co., Ltd. Hangzhou Jingfeng Investment Management Company is the general partner of Hangzhou Jingyin Investment Partnership (Limited Partnership), and may be deemed to beneficially own the ordinary shares beneficially owned by Hangzhou Jingyin Investment Partnership (Limited Partnership). Shijun Feng holds 100.0% equity interest of Hangzhou Jingfeng Investment Management Company.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Adlai Nortye Ltd. | |
| (b) | Address of issuer's principal executive offices:
c/o PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands | |
| Item 2. | ||
| (a) | Name of person filing:
(i) JIN YIN (BVI) LIMITED
(ii) Shanghai Gaopei Duwei Biotechnology Co., Ltd.
(iii) Hangzhou Jingyin Investment Partnership (Limited Partnership)
(iv) Hangzhou Jingfeng Investment Management Company
(v) Shijun Feng | |
| (b) | Address or principal business office or, if none, residence:
JIN YIN (BVI) LIMITED
Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands
Shanghai Gaopei Duwei Biotechnology Co., Ltd.
Rm 401, Block 2, Building 2, Feicui Hai'an, Wangjiang Street, Shangcheng District, Hangzhou, Zhejiang Province, the People's Republic of China
Hangzhou Jingyin Investment Partnership (Limited Partnership)
Rm 401, Block 2, Building 2, Feicui Hai'an, Wangjiang Street, Shangcheng District, Hangzhou, Zhejiang Province, the People's Republic of China
Hangzhou Jingfeng Investment Management Company
Rm 401, Block 2, Building 2, Feicui Hai'an, Wangjiang Street, Shangcheng District, Hangzhou, Zhejiang Province, the People's Republic of China
Shijun Feng
Rm 401, Block 2, Building 2, Feicui Hai'an, Wangjiang Street, Shangcheng District, Hangzhou, Zhejiang Province, the People's Republic of China | |
| (c) | Citizenship:
JIN YIN (BVI) LIMITED
British Virgin Islands
Shanghai Gaopei Duwei Biotechnology Co., Ltd.
The People's Republic of China
Hangzhou Jingyin Investment Partnership (Limited Partnership)
The People's Republic of China
Hangzhou Jingfeng Investment Management Company
The People's Republic of China
Shijun Feng
The People's Republic of China | |
| (d) | Title of class of securities:
Ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
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| 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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 of each cover page. | |
| (b) | Percent of class:
See Item 11 of each cover page. The calculation is based on a total of (i) 142,241,572 Class A ordinary shares and 16,990,000 Class B ordinary shares outstanding of the Issuer as of April 10th, 2026 as reported in the Issuer's annual report on Form 20-F filed on the same date. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
JIN YIN (BVI) LIMITED is the direct holder of the securities covered by this statement. JIN YIN (BVI) LIMITED is wolly owned by Shanghai Gaopei Duwei Biotechnology Co., Ltd.. Shanghai Gaopei Duwei Biotechnology Co., Ltd. holds 100.0% equity interest of JIN YIN (BVI) LIMITED. Hangzhou Jingyin Investment Partnership (Limited Partnership) holds 99.0% equity interest of Shanghai Gaopei Duwei Biotechnology Co., Ltd. Hangzhou Jingfeng Investment Management Company is the general partner of Hangzhou Jingyin Investment Partnership (Limited Partnership), and may be deemed to beneficially own the ordinary shares beneficially owned by Hangzhou Jingyin Investment Partnership (Limited Partnership). Shijun Feng holds 100.0% equity interest of Hangzhou Jingfeng Investment Management Company. Accoridngly, Shijun Feng may be deemed as the beneficial owner of the ordinary shares of the Issuer held by JIN YIN (BVI) LIMITED. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
| 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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99.1 Joint Filing Agreement |
Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13G (including amendments thereto) jointly on behalf of each such party.
Dated: April 14, 2026
| JIN YIN (BVI) LIMITED | By: | /s/ Shijun Feng | |
| Name: | Shijun Feng | ||
| Title: | Director | ||
| Shanghai Gaopei Duwei Biotechnology Co., Ltd. | By: | /s/ Shijun Feng | |
| Name: | Shijun Feng | ||
| Title: | Director | ||
| Hangzhou Jingyin Investment Partnership (Limited Partnership) | By: | Hangzhou Jingfeng Investment Management Company | |
| General Partner | |||
| By: | /s/ Yueai Jiang | ||
| Name: | Yueai Jiang | ||
| Title: | Authorized Person | ||
| Hangzhou Jingfeng Investment Management Company | By: | /s/ Shijun Feng | |
| Name: | Shijun Feng | ||
| Title: | Director | ||
| Shijun Feng | By: | /s/ Shijun Feng | |
| Name: | Shijun Feng | ||