Filing Details

Accession Number:
0001178913-23-003401
Form Type:
13D Filing
Publication Date:
2023-10-25 20:00:00
Filed By:
Hong Seng Technology Ltd
Company:
Biolinerx Ltd. (NASDAQ:BLRX)
Filing Date:
2023-10-26
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Hong Seng Technology Limited 102,437,055 0 102,437,055 0 102,437,055 9.5%
Lepu (Hong Kong) Co., Limited 102,437,055 0 102,437,055 0 102,437,055 9.5%
Lepu Holdings Limited 102,437,055 0 102,437,055 0 102,437,055 9.5%
Lepu Medical (Europe) Cooperatief U.A 102,437,055 0 102,437,055 0 102,437,055 9.5%
Lepu Medical Technology (Beijing) Co., Ltd 102,437,055 0 102,437,055 0 102,437,055 9.5%
(together, the Reporting Persons ) (i) Hong Seng Technology Limited (ii) Lepu Hong Kong Co., Limited (iii) Lepu Holdings Limited (iv) Lepu Medical (Europe) Cooperatief U.A. (v) Lepu Medical Technology (Beijing) Co., Ltd. (b) Business address Hong Seng Technology Limited
Filing


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. ☐

image1.jpg

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.


* 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).
 

CUSIP No. 09071M205

 1
NAMES OF REPORTING PERSONS

Hong Seng Technology Limited
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)☐
(b)☒
 3
SEC USE ONLY


 4
SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC
 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(1)
8
SHARED VOTING POWER

0
9
SOLE DISPOSITIVE POWER

102,437,055 ordinary shares(1)
10
SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

102,437,055 ordinary shares(1)
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


(1)
Include 6,829,137 ADS, representing 102,437,055 ordinary shares of the Issuer held by Hong Seng Technology Limited.
 
(2)
This percentage is calculated based on a total of 1,077,591,175 ordinary shares outstanding of the Issuer as of October 16, 2023 as informed by the Issuer.

CUSIP No. 09071M205

 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.

 

CUSIP No. 09071M205

 1
NAMES OF REPORTING PERSONS

Lepu Holdings 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

British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER

102,437,055 ordinary shares(4)
8
SHARED VOTING POWER

0
9
SOLE DISPOSITIVE POWER

102,437,055 ordinary shares(4)
10
SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

102,437,055 ordinary shares(4)
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


(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.
 

CUSIP No. 09071M205

 1
NAMES OF REPORTING PERSONS

Lepu Medical (Europe) Cooperatief U.A.
 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

Netherlands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER

102,437,055 ordinary shares(5)
8
SHARED VOTING POWER

0
9
SOLE DISPOSITIVE POWER

102,437,055 ordinary shares(5)
10
SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

102,437,055 ordinary shares(5)
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


(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.
 
CUSIP No. 09071M205

 1
NAMES OF REPORTING PERSONS

Lepu Medical Technology (Beijing) Co., Ltd.
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)☐
(b)☒
 3
SEC USE ONLY


 4
SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)


 6
CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER

102,437,055 ordinary shares(6)
8
SHARED VOTING POWER

0
9
SOLE DISPOSITIVE POWER

102,437,055 ordinary shares(6)
10
SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

102,437,055 ordinary shares(6)
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

HC


(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
 
 (a)
Name of reporting person (together, the “Reporting Persons”):
 
 
(i)
Hong Seng Technology Limited
 
 
(ii)
Lepu Hong Kong Co., Limited
 
 
(iii)
Lepu Holdings Limited
 
 
(iv)
Lepu Medical (Europe) Cooperatief U.A.

 
(v)
Lepu Medical Technology (Beijing) Co., Ltd.
 
 (b)
Business address:
 
 
Hong Seng Technology Limited:
14/F., CHUN WO COMMERCIAL CENTRE, 25 WING WO STREET,CENTRAL,HONG KONG, P.R. CHINA
 
 
 
 
Lepu Hong Kong Co., Limited:
RM06,13A/F SOUTH TOWER WORLD FINACE CTR HARBOUR CITY 17 CANTON RD TST KL
     
 
Lepu Holdings Limited:
Vistra Corporate Services Centre,Wickhams Cay II,Road Town,Torrtola,VG1110,British Virgin Islands
     
 
Lepu Medical (Europe) Cooperatief U.A.:
Abe Lenstra Boulevard 36, 8448 JB Heerenveen, The Netherlands
     
 
Lepu Medical Technology (Beijing) Co., Ltd.:
No.37 Chao Qian Road, Changping District, Beijing, P.R. China

 (c)
Principle business:
 
 
Hong Seng Technology Limited:
Holding assets and making investments.
 
 
 
 
Lepu Hong Kong Co., Limited:
Developing and distributing the high-tech medical devices and equipment; Holding assets and making investments.
     
 
Lepu Holdings Limited:
Holding assets and making investments.
     
 
Lepu Medical (Europe) Cooperatief U.A.:
Manufacturing and distributing the high-tech medical devices and equipment.
     
 
Lepu Medical Technology (Beijing) Co., Ltd.:
Developing, manufacturing and distributing the high-tech medical devices and equipment.
 
 (d) – (e)
 
   
 
During the last five years, neither the Reporting Persons nor any of the persons listed on Annex A have been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
  
 (f)
Citizenship:
 
 
Hong Seng Technology Limited:
Hong Kong
 
   
 
Lepu Hong Kong Co., Limited:
Hong Kong
     
 
Lepu Holdings Limited:
British Virgin Islands
     
 
Lepu Medical (Europe) Cooperatief U.A.:
Netherlands
     
 
Lepu Medical Technology (Beijing) Co., Ltd.:
People’s Republic of China
 
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
 
Exhibit No.
 
 Description

 
 
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

 
Hong Seng Technology Limited
By:
/s/ Bingfeng Zhang
 
 
Name:
Bingfeng Zhang
 
 
Title:
Sole director
 
 
 
 
 
Lepu Hong Kong Co., Limited
By:
/s/ Yong Wang
 
 
Name:
Yong Wang
 
 
Title:
Director
       
 
Lepu Holdings Limited
By:
/s/ Junyan Tang
 
 
Name:
Junyan Tang
 
 
Title:
Director
       
 
Lepu Medical (Europe) Cooperatief U.A.
By:
/s/ Yong Wang
   
Name:
Yong Wang
   
Title:
Director
       
 
Lepu Medical Technology (Beijing) Co., Ltd.
By:
/s/ Zhongjie-Pu
   
Name:
Zhongjie Pu
   
Title:
Chairman of the Board
 

Annex A

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
 
A.
The following sets forth the name, present principal occupation, business or residence address and citizenship of each executive officer and director of Hong Seng Technology Limited.
 
Name
 
Principal Occupation/Employment
 
Business Address
 
Citizenship
Bingfeng Zhang
 
Sole director
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
 
B.
The following sets forth the name, present principal occupation, business address and citizenship of each executive officer and director of Lepu Hong Kong Co., Limited.
 
Name
 
Principal Occupation/Employment
 
Business Address
 
Citizenship
Yong Wang
 
Director
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
 
C.
The following sets forth the name, present principal occupation, business address and citizenship of each executive officer and director of Lepu Holdings Limited.
 
Name
 
Principal Occupation/Employment
 
Business Address
 
Citizenship
Junyan Tang
 
Director
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
 
D.
The following sets forth the name, present principal occupation, business address and citizenship of each executive officer and director of Lepu Medical (Europe) Cooperatief U.A.

Name
 
Principal Occupation/Employment
 
Business Address
 
Citizenship
Yong Wang
 
Director
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
 
E.
The following sets forth the name, present principal occupation, business address and citizenship of each executive officer and director of Lepu Medical Technology (Beijing) Co., Ltd.
 
Name
 
Principal Occupation/Employment
 
Business Address
 
Citizenship
Zhongjie Pu
 
Chairman of the Board
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing, P.R. China
 
China
Qihong Wang
 
Vice Chairman of the Board
 
No.169 BinHe South Road, Luolong District, Luoyang City Henan Province, P.R. China
 
China
Yang Xu
 
Director
 
5th Floor, No.18 Chaoyangmen Outer St, Chaoyang District, Beijing, P.R. China
 
China
Fei Pu
 
Director
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
U.S.
Lihua Wang
 
Independent Director
 
12th Floor, China Life Financial Center, No. 23 Zhanzhi Road, Chaoyang District, Beijing, P.R. China
 
China
Liang Gan
 
Independent Director
 
12th Floor, Tower C, Ocean Guanghua International Building, No. 5 Jinghua South Street, Chaoyang District, Beijing, P.R. China
 
China
Xin Qu
 
Independent Director
 
10th Floor, Guohai Plaza, No. 17 Fuxing Road, Haidian District, Beijing, P.R. China
 
China
Zhibin Zhang
 
General Manager
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
Zhanjiang Wei
 
Senior Deputy General Manager/Chief Financial Officer
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
Yong Wang
 
Senior Deputy General Manager
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
Bingfeng Zhang
 
Deputy General Manager
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
Xiaoying Feng
 
Deputy General Manager
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
Guorui Zheng
 
Deputy General Manager
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China
Weina Jiang
 
Secretary to the Board
 
19th Floor, 7#, No.37 Chao Qian Road, Changping District, Beijing P.R. China
 
China