Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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.
** There is no CUSIP number assigned to the ordinary shares. CUSIP
number 005329 107 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on NASDAQ Stock
Market under the symbol “ADAG.” Each ADS representing one and one quarter ordinary shares, par value US$0.0001 per share.
The information required on 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. 005329 107 (See Item 2(e))
| 1. |
Names of Reporting Persons
JSR 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
5,340,742 ordinary shares(1)
|
| 6. |
Shared Voting Power
0 ordinary shares
|
| 7. |
Sole Dispositive Power
5,340,742 ordinary shares(1)
|
| 8. |
Shared Dispositive Power
0 ordinary shares
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,340,742 ordinary shares(1)
|
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9%(2)
|
| 12. |
Type of Reporting Person
CO
|
| |
|
|
|
|
CUSIP No. 005329 107 (See Item 2(e))
| 1. |
Names of Reporting Persons
GP Healthcare Capital 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
PRC
|
Number of Shares
Beneficially
Owned by Each
Reporting Person
With |
5. |
Sole Voting Power
5,340,742 ordinary shares(1)
|
| 6. |
Shared Voting Power
0 ordinary shares
|
| 7. |
Sole Dispositive Power
5,340,742 ordinary shares(1)
|
| 8. |
Shared Dispositive Power
0 ordinary shares
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,340,742 ordinary shares(1)
|
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9%(2)
|
| 12. |
Type of Reporting Person
HC
|
| |
|
|
|
|
(1) Represents (a) 4,828,242 ordinary shares and (b) 512,500
ordinary shares in the form of ADSs held of record by JSR Limited as of December 31, 2022. GP Healthcare Capital Co., Ltd. is
the general partner of the sole shareholder of JSR Limited and controls JSR Limited.
(2) Calculated based on 54,065,709 ordinary shares issued and
outstanding as of December 31, 2022 as provided by the Issuer.
Item 1(a). Name of Issuer:
Adagene Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park,
Suzhou, Jiangsu Province, 215123, People’s Republic of China.
Item 2(a). Name of Person Filing:
JSR Limited
GP Healthcare Capital Co., Ltd. (each a “Reporting Person”
and collectively, the “Reporting Persons”)
Item 2(b). Address of Principal Business Office or, if none, Residence:
JSR Limited – c/o GP Healthcare Capital Co., Ltd., Unit
4901, One Lujiazui No. 68, Yin Cheng (C) Road, Shanghai 200120, PRC.
Item 2(c). Citizenship:
JSR Limited – British Virgin
Islands
GP Healthcare Capital Co., Ltd. – PRC
Item 2(d). Title of Class of Securities:
Ordinary shares, par value US$0.0001
per share, represented by American Depositary Shares, each of which represents one and one quarter ordinary shares.
Item 2(e). CUSIP Number:
There is no CUSIP number assigned
to the ordinary shares. CUSIP number 005329 107 has been assigned to the American depositary shares (“ADSs”) of the Issuer,
which are quoted on NASDAQ Stock Market under the symbol “ADAG.” Each ADS representing one and one quarter ordinary shares,
par value US$0.0001 per share.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not applicable.
Item 4. Ownership.
(a) Amount beneficially
owned: 5,340,742 ordinary shares, consisting of (i) 4,828,242 ordinary shares and (ii) 512,500 ordinary shares in the
form of ADSs, held of record by JSR Limited. GP Healthcare Capital Co., Ltd. is the general partner of the sole shareholder of JSR
Limited and controls JSR Limited. Therefore, GP Healthcare Capital Co., Ltd. may be deemed to beneficially own the ordinary shares
and ADSs held by JSR Limited.
The information required by Items
4(b) and (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.
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.
The response
to Item 4(a) is incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
Not Applicable.
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 6, 2023
| |
JSR Limited |
| |
|
| |
By: |
/s/ Dongmei Ji |
| |
|
Name: Dongmei Ji |
| |
|
Title: Director |
| |
|
| |
GP Healthcare Capital Co., Ltd. |
| |
|
| |
By: |
/s/ Dongmei Ji |
| |
|
Name: Dongmei Ji |
| |
|
Title: Authorized Signatory |
Exhibit Index
Exhibit A
Joint Filing Agreement
The undersigned hereby agrees that they are filing
jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to ordinary shares of
Adagene Inc., and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements.
The undersigned further agree and acknowledge
that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning
it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the
extent that it knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
Dated: January 26, 2022
| |
JSR Limited |
| |
|
| |
/s/ Dongmei Ji |
| |
Name: Dongmei Ji |
| |
Title: Director |
| |
|
| |
GP Healthcare Capital Co., Ltd. |
| |
|
| |
/s/ Dongmei Ji |
| |
Name: Dongmei Ji |
| |
Title: Authorized Signatory |