0000947871-17-000152.txt : 20170221 0000947871-17-000152.hdr.sgml : 20170221 20170221072535 ACCESSION NUMBER: 0000947871-17-000152 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170221 DATE AS OF CHANGE: 20170221 GROUP MEMBERS: DRAGON ALPHA LP GROUP MEMBERS: LANCHU LIU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCICLONE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000880771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943116852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43408 FILM NUMBER: 17623464 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 BUSINESS PHONE: 650-358-3456 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jade Park Investments Ltd CENTRAL INDEX KEY: 0001667315 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4F HARBOUR PLACE, 103 SOUTH CHURCH ST STREET 2: POST OFFICE BOX 10240 CITY: GRAND CAYMAN STATE: E9 ZIP: KYI-1002 BUSINESS PHONE: 86.10.6410.5322 MAIL ADDRESS: STREET 1: 4F HARBOUR PLACE, 103 SOUTH CHURCH ST STREET 2: POST OFFICE BOX 10240 CITY: GRAND CAYMAN STATE: E9 ZIP: KYI-1002 SC 13D/A 1 ss31368_sc13da.htm AMENDMENT NO. 2
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments
Thereto Filed Pursuant to Rule 13d-2(a)
 
SCICLONE PHARMACEUTICALS, INC. 
(Name of Issuer)

Common Stock, par value US$0.001 per share
(Title of Class of Securities)
 
80862K104
(CUSIP Number)

Mr. Lanchu Liu
C203, Lufthansa Building, No. 50 Liangmaqiao,
Beijing, 100125, People’s Republic of China
Phone: +86 10 6410-5343
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
With a copy to

Paul Strecker, Esq.
Shearman & Sterling
12th Floor, Gloucester Tower
The Landmark, 15 Queen’s Road Central
Hong Kong
Phone: +852 2978-8000
 
February 17, 2017
(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.  ☐
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 disclosures provided in a prior cover page.
 
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.  80862K104
 
  
 
 
 
 
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dragon Alpha LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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 ITEMS 2(d) or 2(e)
                     
                        
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8,888
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,888
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,888
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)
 
0.017%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.
 
2
         
CUSIP No. 80862K104
 
 
 
 
 
 
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jade Park Investments Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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 ITEMS 2(d) or 2(e)
                            
                           
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8,888
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,888
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,888
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)
 
0.017%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016. 
 
3

CUSIP No. 80862K104
 
  
 
 
 
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lanchu Liu
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
 
3
SEC USE ONLY
                      
                             
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
8,888
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,888
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,888
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)
 
0.017%*
14
TYPE OF REPORTING PERSON (See Instructions)
                    
IN
 
*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016. 
 
4
     
Introductory Note
 
This amendment No. 2 to the statement on Schedule 13D (this “Amendment No. 2”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Issuer”). This Amendment No. 2 is being filed jointly by Dragon Alpha LP (“Dragon Alpha”), Jade Park Investments Limited (“Jade Park”) and Mr. Lanchu Liu (“Mr. Liu”, and together with Dragon Alpha and Jade Park, the “Reporting Persons”) pursuant to their Joint Filing Agreement dated as of February 22, 2016, filed with the Schedule 13D (as defined below) as Exhibit 1 and incorporated herein by reference.
 
This Amendment No. 2 amends and supplements the statement on the Schedule 13D filed on February 22, 2016 and November 15, 2016, respectively (the “Schedule 13D”), on behalf of the Reporting Persons with the SEC. This Amendment No. 2 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.
 
Item 4.
Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby supplemented as follows:
 
On February 17, 2017, Jade Park delivered a notice to the other members of the Consortium (“Termination Notice”) to withdraw from the Consortium, and the Consortium Agreement was thereby terminated with respect to Jade Park. The summary of the Termination Notice in this Amendment No. 2 is not intended to be complete and is qualified in its entirety by reference to the full text of the Termination Notice, a copy of which is attached hereto as Exhibit 4.  As a result, the Reporting Persons are no longer parties to any agreement, arrangement or understanding with respect to securities of the Issuer that might deem them to be in a “group” for purposes of Section 13(d) of the Exchange Act. The Reporting Persons together do not beneficially own more than 5% of the outstanding shares of the Common Stock.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented as follows:

(a) As described in Item 4 of this Amendment No. 2, the Consortium Agreement has been terminated with respect to Jade Park. As a result, the Reporting Persons shall no longer be deemed to be a group with holders that together beneficially own more than 5% of the outstanding shares of the Common Stock.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby supplemented as follows:
 
The description of the Termination Notice under Item 4 is incorporated herein by reference.
 
Item 7.
Material to Be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby supplemented as follows:

Exhibit No.
Description
 
 
4
Termination Notice dated as of February 17, 2017.
 
 
 
 
5
 

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 21, 2017
 
 
Dragon Alpha LP
By: Jade Park Investments Limited, its General Partner
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
By:
/s/ Lanchu Liu
  
 
 
Name:
Lanchu Liu
  
 
 
Title:
Director
  
 
 
 
 
  
 
 
 
Jade Park Investments Limited
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
By:
/s/ Lanchu Liu
  
 
 
Name:
Lanchu Liu
  
 
 
Title:
Director
  
 
 
 
 
  
 
 
 
Mr. Lanchu Liu
  
 
 
 
 
  
 
 
 
 
  
 
 
 
  
 
 
/s/ Lanchu Liu
  
 
 
 
 
  
         
 
 
 
 
 


 
 
 
 
 
 EX-99.4 2 ss31368_ex9904.htm NOTICE OF TERMINATION OF CONSORTIUM AGREEMENT

Exhibit 4
 
 

 

 
Date:  February 17, 2017
GL Capital
Unit 3001, China World Tower 2
No. 1 Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
Attention: Shirley Lin
Facsimile: +86-10-5961-1210
             
Bank of China Group Investment Limited
23rd Floor, 1 Garden Road,
Central, Hong Kong
Attention: Suet Mui Pang/Richard Zheng
Facsimile: (852) 2810 9736
                 
ABG Management Limited
Unit 3002-3004,
30th Floor, Gloucester Tower
The Landmark
15 Queen’s Road Central, Hong Kong
Attention: Meng Li
Facsimile: (852) 2562 2026
           
Re:          Notice of Termination of Consortium Agreement
          
Ladies and Gentlemen:
 
Reference is made to the Consortium Agreement, dated as of February 22, 2016 (the “Consortium Agreement”), by and among GL Capital Management GP Limited (“GL Capital”), Jade Park Investments Limited (“Jade Park”), Bank of China Group Investment Limited (“BOCGI”) and ABG Management Limited (“ABG”).  Capitalized terms used but not otherwise defined herein have the respective meanings assigned to them in the Consortium Agreement.  References to any Article in this notice shall be to such Article in the Consortium Agreement.
 
Jade Park hereby notifies each of GL Capital, BOCGI and ABG that Jade Park hereby ceases its participation in the Consortium whereupon the Consortium Agreement is hereby terminated with respect to Jade Park with immediate effect.  GL Capital confirms that Jade Park has settled all the Consortium Expenses which it is responsible for under Article II (Transaction Costs) of the Consortium Agreement, and hereby releases, waives and forever discharges Jade Park of and from any further claim relating to Jade Park’s share of Consortium Expenses under Article II (Transaction Costs) or otherwise.
 

 
[Signature page follows]
 
 
 
 
 
  Very truly yours,  
     
     
     
 
JADE PARK INVESTMENTS LIMITED
  
     
     
 
By
 /s/ Lanchu Liu  
   
Name:
 Lanchu Liu   
   
Title:
 Director   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
ACCEPTED and AGREED:
 

 

 
GL CAPITAL MANAGEMENT GP LIMITED 
   
   
By
 /s/ Zhenfu Li  
 
Name:
 Zhenfu Li  
 
Title:
 Director