SCHEDULE 13G/A
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CUSIP No. 44975P 103
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Page 1 of 5 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
I-MAB
(Name of Issuer)
Ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
44975P 103 **
(CUSIP Number)
December 31, 2020
(Date of the 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)
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*
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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.
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**
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There is no CUSIP number assigned to the ordinary shares. CUSIP number 44975P 103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ten
(10) ADSs representing twenty three (23) ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “IMAB.”
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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 provision of the Act (however, see the Notes.)
SCHEDULE 13G/A
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CUSIP No. 44975P 103
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Page 2 of 5 Pages
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1.
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NAME OF REPORTING PERSONS.
GIC Private Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
10,889,707 (1)
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6.
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SHARED VOTING POWER
1,286,909 (2)
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7.
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SOLE DISPOSITIVE POWER
10,889,707 (1)
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8.
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SHARED DISPOSITIVE POWER
1,286,909 (2)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,176,616
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% (3)
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12.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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(1)
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These 10,889,707 ordinary shares, par value US$0.0001 per share (the “ordinary shares”) of I-MAB (the “Issuer”) represent (i) 1,961,173 ordinary shares represented by
852,684 American Depositary Shares (“ADSs”), each ten (10) ADSs representing twenty three (23) ordinary shares, and (ii) 794,687 ordinary shares issuable upon the exercise of a warrant (the “Warrant”) granted to GIC Private Limited.
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(2)
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These 1,286,909 ordinary shares include (i) 643,000 ordinary shares represented by 279,565 ADSs, and (ii) 99,760 ordinary shares issuable upon the exercise of the
Warrant.
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(3)
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Based on 154,310,098 ordinary shares of the Issuer outstanding as of December 1, 2020 (excluding 4,036,868 ordinary shares issued to the Issuer’s
depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans), as disclosed in the Issuer’s Form F-1 filed on December 1, 2020, as well as
894,447 ordinary shares issuable upon the exercise of the Warrant.
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SCHEDULE 13G/A
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CUSIP No. 44975P 103
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Page 3 of 5 Pages
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Item 1(a)
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Name of Issuer
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I-MAB (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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Suite 802, West Tower, OmniVision, 88 Shangke Road, Pudong District
Shanghai, 201210
People’s Republic of China
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Item 2(a)
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Name of Persons Filing
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GIC Private Limited (“GIC”)
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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168 Robinson Road
#37-01 Capital Tower
Singapore 068912
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Item 2(c)
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Citizenship
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Republic of Singapore
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Item 2(d)
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Title of Class of Securities
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Ordinary shares, par value US$0.0001 per share (the “ordinary shares”)
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Item 2(e)
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CUSIP Number
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There is no CUSIP number assigned to the ordinary shares. CUSIP number 44975P 103 has been assigned to the American Depositary Shares
(“ADSs”) of the Issuer, each ten (10) ADSs representing twenty three (23) ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “IMAB.”
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item 4
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Ownership
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Ownership information with respect to GIC is incorporated by reference through items (5) through (9) and (11) of the cover page, and the associated
footnotes.
GIC is a fund manager and only has two clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”).
Under the investment management agreement with GoS, GIC Private Limited has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote
and power to dispose of 10,889,707 ordinary shares beneficially owned by it. GIC shares power to vote and dispose of 1,286,909 ordinary shares beneficially owned by it with MAS.
SCHEDULE 13G/A
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CUSIP No. 44975P 103
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Page 4 of 5 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certifications
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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 that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SCHEDULE 13G/A
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CUSIP No. 44975P 103
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Page 5 of 5 Pages
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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 as dated.
Dated: February 10, 2021
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GIC PRIVATE LIMITED
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By:
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/s/ Celina Loh Sze Ling
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Name:
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Celine Loh Sze Ling
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Title:
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Senior Vice President
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By:
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/s/ Toh Tze Meng
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Name:
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Toh Tze Meng
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Title:
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Senior Vice President
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