Fil Ltd. – ‘SC 13G’ on 2/19/21 re: Adagene Inc.

On:  Friday, 2/19/21, at 4:46pm ET   ·   Accession #:  318989-21-58   ·   File #:  5-92270

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Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Sch. 13G   —   WA’68
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership       5±    15K 
                by a "Passive" Investor                                          

Document Table of Contents

SCHEDULE 13G                                                                    

Amendment No.  0                                                                
ADAGENE INC                                                                     
COMMON STOCK                                                                    
Cusip #005329107                                                                
Check the appropriate box to designate the rule pursuant to which this          
Schedule is filed:                                                              
[ ] Rule 13d-1(b)                                                               
[x] Rule 13d-1(c)                                                               
[ ] Rule 13d-1(d)                                                               

Cusip #005329107                                                                
Item 1: Reporting Person - FIL Limited                                          
Item 2: (a)  [ ]                                                                
(b)  [ ]                                                        
Item 4: Bermuda                                                                 
Item 5: 4,826,037                                                               
Item 6: 0                                                                       
Item 7: 4,826,037                                                               
Item 8: 0                                                                       
Item 9: 4,826,037                                                               
Item 11: 9.153%                                                                 
Item 12: FI                                                                     

Cusip #005329107                                                                
Item 1: Reporting Person - Pandanus Partners, L.P.                              
Item 2: (a)  [ ]                                                                
(b)  [ ]                                                        
Item 4: Delaware                                                                
Item 5: 0                                                                       
Item 6: 0                                                                       
Item 7: 4,826,037                                                               
Item 8: 0                                                                       
Item 9: 4,826,037                                                               
Item 11: 9.153%                                                                 
Item 12: PN                                                                     

Cusip #005329107                                                                
Item 1: Reporting Person - Pandanus Associates, Inc.                            
Item 2: (a)  [ ]                                                                
(b)  [ ]                                                        
Item 4: Delaware                                                                
Item 5: 0                                                                       
Item 6: 0                                                                       
Item 7: 4,826,037                                                               
Item 8: 0                                                                       
Item 9: 4,826,037                                                               
Item 11: 9.153%                                                                 
Item 12: CO                                                                     

Item 1(a). Name of Issuer:                                                      

ADAGENE INC                                                                     

Item 1(b). Address of Issuer's Principal Executive Offices:                     

4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park                
Jiangsu,  F4 00000                                                              
China                                                                           

Item 2(a). Name of Person Filing:                                               

FIL Limited                                                                     

Item 2(b). Address or Principal Business Office or, if None, Residence:         

Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19                            

Item 2(c). Citizenship:                                                         

Not applicable                                                                  

Item 2(d). Title of Class of Securities:                                        

COMMON STOCK                                                                    

Item 2(e). CUSIP Number:                                                        

005329107                                                                       

Item 3. Not Applicable                                                          

Item 4. Ownership                                                               

(a) Amount Beneficially Owned: 4,826,037                                        

(b) Percent of Class: 9.153%                                                    

(c) Number of shares as to which such person has:                               

(i) sole power to vote or to direct the vote: 4,826,037                         

(ii) shared power to vote or to direct the vote: 0                              

(iii) sole power to dispose or to direct the disposition of: 4,826,037          

(iv) shared power to dispose or to direct the disposition of: 0                 

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.        

One or more other persons are known to have the right to receive or the power   
to direct the receipt of dividends from, or the proceeds from the sale of, the  
COMMON STOCK of ADAGENE INC.                                                    

The interest of Asia Ventures II L.P., in the COMMON STOCK of ADAGENE INC,      
amounted to 4,826,037 shares or 9.153% of the total outstanding COMMON STOCK    
at February 11, 2021.                                                           

Item 7. Identification and Classification of the Subsidiary Which Acquired the  
Security Being Reported on By the Parent Holding Company.                       

See attached Exhibit A.                                                         

Item 8. Identification and Classification of Members of the Group.              

Not applicable.                                                                 

Item 9. Notice of Dissolution of Group.                                         

Not applicable.                                                                 

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 that purpose or effect. By   
signing below I certify that, to the best of my knowledge and belief, the       
foreign regulatory scheme applicable to FIL Limited and its various non-U.S.    
investment management subsidiaries included on this Schedule 13G is             
substantially comparable to the regulatory scheme applicable to the             
functionally equivalent U.S. institutions. I also undertake to furnish to the   
Commission staff, upon request, information that would otherwise be disclosed   
in a Schedule 13D.                                                              

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. 

February 19, 2021                                                               
Date                                                                            

/s/ Kevin M. Meagher                                                            
Signature                                                                       

Kevin M. Meagher                                                                
Duly authorized under Power of Attorney effective as of September 20, 2018, by  
and on behalf of FIL Limited and its direct and indirect subsidiaries*          

* This power of attorney is incorporated herein by reference to Exhibit 24 to   
the Schedule 13G filed by FIL Limited on October 9, 2018, accession number:     
0000318989-18-000036.                                                           

Exhibit A                                                                       

Pursuant to the instructions in Item 7 of Schedule 13G, the following table     
lists the identity and Item 3 classification, if applicable, of each relevant   
entity that beneficially owns shares of the security class being reported on    
this Schedule 13G.                                                              

Entity  ITEM 3 Classification                                                   

Eight Roads Holdings Limited * FI                                               

* Entity beneficially owns 5% or greater of the outstanding shares of the       
security class being reported on this Schedule 13G.                             

Pandanus Partners, L.P. ("Pandanus") owns shares of FIL Limited ("FIL") voting  
stock. While the percentage of total voting power represented by these shares   
of FIL voting stock may fluctuate as a result of changes in the total number    
of shares of FIL voting stock outstanding from time to time, it normally        
represents more than 25% and less than 48.5% of the total votes which may be    
cast by all holders of FIL voting stock. Pandanus Associates, Inc. ("PAI")      
acts as general partner of Pandanus. Pandanus is owned by trusts for the        
benefit of members of the Johnson family, including FIL's Chairman Abigail P.   
Johnson, but disclaims that any such member is a beneficial owner of the        
securities reported on this Schedule 13G.                                       

This filing reflects the securities beneficially owned, or that may be deemed   
to be beneficially owned, by FIL, certain of its subsidiaries and affiliates,   
and other companies (collectively, the "FIL Reporters"). This filing does not   
reflect securities, if any, beneficially owned by certain other companies       
whose beneficial ownership of securities is disaggregated from that of the FIL  
Reporters in accordance with Securities and Exchange Commission Release No.     
34-39538 (January 12, 1998).                                                    

RULE 13d-1(k)(1) AGREEMENT                                                      

The undersigned persons, on February 19, 2021, agree and consent to the joint   
filing on their behalf of this Schedule 13G in connection with their            
beneficial ownership of the COMMON STOCK of ADAGENE INC at February 11, 2021.   

FIL Limited                                                                     

By /s/ Kevin M. Meagher                                                         
Kevin M. Meagher                                                                
Duly authorized under Power of Attorney effective as of September 20, 2018, by  
and on behalf of FIL Limited and its direct and indirect subsidiaries*          

Pandanus Partners, L.P.                                                         

By /s/ Kevin M. Meagher                                                         
Kevin M. Meagher                                                                
Duly authorized under Power of Attorney effective as of September 25, 2018, by  
Pandanus Associates, Inc. on behalf of Pandanus Partners, L.P.*                 

Pandanus Associates, Inc.                                                       

By /s/ Kevin M. Meagher                                                         
Kevin M. Meagher                                                                
Duly authorized under Power of Attorney effective as of September 25, 2018, by  
and on behalf of Pandanus Associates, Inc.*                                     

* This power of attorney is incorporated herein by reference to Exhibit 24 to   
the Schedule 13G filed by FIL Limited on October 9, 2018, accession number:     
0000318989-18-000036.                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		2/19/21		SC 13G
		2/11/21
		10/9/18		SC 13G/A
		9/25/18
		9/20/18
		1/12/98
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/09/18  Fil Ltd.                          SC 13G/A               2:13K  Invesco ETF Trust II