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| New York | Paris |
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| Resident Hong Kong Partners |
Davis Polk & Wardwell The Hong Kong Club Building | 852 2533 3300 tel |
| Karen Chan † Martin Rogers † Yang Chu † Patrick S. Sinclair* James C. Lin* Miranda So* Gerhard Radtke* James Wadham†
Hong Kong Solicitors |
February 4, 2021
Re: | Adagene Inc. Daniel Auerbach Resignation Letters |
VIA EDGAR
Mr. Jason Drory
Ms. Celeste Murphy
Office of Life Sciences
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Dear Mr. Jason Drory and Ms. Celeste Murphy:
On behalf of Adagene Inc. (the “Company”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, we submit to the staff (the “Staff”) the enclosed resignation letters (the “Resignation Letters”) of Daniel Auerbach, a member of each of the boards of directors (the “Boards”) of the Company and certain of its subsidiaries, including Adagene (Hong Kong) Limited, Adagene Incorporated and Adagene (Suzhou) Limited. The Resignation Letters were previously delivered to the Company to inform it that Mr. Auerbach will automatically resign as a member of each of the Boards effective as of immediately prior to, and contingent upon, the effectiveness of the Company’s registration statement on Form F-1 (File No.: 333-252210), and that Mr. Auerbach will not be responsible for any part of such registration statement.
This letter is being furnished to the Staff in accordance with Section 11(b)(1) of the Securities Act of 1933, as amended, to notify the Staff that Mr. Auerbach will not be responsible for the contents of the Company’s registration statement on Form F-1 (File No.: 333-252210), including any amendments thereto.
If you have any questions regarding these matters, please contact Li He at +852 2533-3306 (li.he@davispolk.com) or Steve Wang at +852 2533-1092 (xuelin.wang@davispolk.com).
Thanks for your time and attention.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.
| Yours sincerely, |
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| /s/ Li He |
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cc: | Mr. Peter (Peizhi) Luo, Chief Executive Officer and Chairman Mr. Raymond Tam, Chief Financial Officer Adagene Inc. |
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February 4th, 2021
Adagene Inc.
4F, Building C14, No. 218
Xinghu Street, Suzhou Industrial Park
Suzhou, Jiangsu Province, 215123
People’s Republic of China
To the Board of Directors
Re: Resignation as a Director
Ladies and Gentlemen:
I, Daniel Auerbach, write to inform you that I hereby automatically resign from the board of directors (the “Board”) of Adagene Inc. (the “Company”), and all committees of the Board (if any), effective as of immediately prior to, and contingent upon, the effectiveness of the Company’s registration statement on Form F-1 (File No.: 333-252210) in connection with the Company’s initial public offering, and that I will not be responsible for any part of such registration statement. In the event that such registration is not effective prior to February 28, 2021, this letter of resignation shall be deemed withdrawn without having been given effect.
Very truly yours, |
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/s/ Daniel Auerbach |
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Name: Daniel Auerbach |
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February 4th, 2021
Adagene (Hong Kong) Limited
Room 2701, 27/F, Tesbury Centre
28 Queen’s road
Central, HK
To the Board of Directors
Re: Resignation as a Director
Ladies and Gentlemen:
I, Daniel Auerbach, write to inform you that I hereby automatically resign from the board of directors (the “Board”) of Adagene (Hong Kong) Limited (the “Company”), and all committees of the Board (if any), effective as of immediately prior to, and contingent upon, the effectiveness of the registration statement on Form F-1 (File No.: 333-252210) of Adagene Inc. (“Adagene”), the sole shareholder of the Company, in connection with Adagene’s initial public offering. In the event that such registration is not effective prior to February 28, 2021, this letter of resignation shall be deemed withdrawn without having been given effect.
Very truly yours, |
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/s/ Daniel Auerbach |
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Name: Daniel Auerbach |
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February 4th, 2021
Adagene Incorporated
315 Montgomery St., Suite 900
San Francisco, CA 94104
To the Board of Directors
Ladies and Gentlemen:
I, Daniel Auerbach, write to inform you that I hereby automatically resign from the board of directors (the “Board”) of Adagene Incorporated (the “Company”), and all committees of the Board (if any), effective as of immediately prior to, and contingent upon, the effectiveness of the registration statement on Form F-1 (File No.: 333-252210) of Adagene Inc. (“Adagene”), the sole shareholder of the Company, in connection with Adagene’s initial public offering. In the event that such registration is not effective prior to February 28, 2021, this letter of resignation shall be deemed withdrawn without having been given effect.
Very truly yours, |
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/s/ Daniel Auerbach |
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Name: Daniel Auerbach |
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February 4th, 2021
2021 年 2 月 4 日
Adagene (Suzhou) Limited
天演药业（苏州）有限公司
4F, Building C14, No. 218
Xinghu Street, Suzhou Industrial Park
Suzhou, Jiangsu Province, 215123
People’s Republic of China
218 号 C14 楼 4 楼
苏州工业园区星湖街
江苏省苏州市,邮编 215123
中华人民共和国
To the Board of Directors
致董事会
Re: Resignation as a Director
关于：辞任董事
Ladies and Gentlemen:
敬启者：
I, Daniel Auerbach, write to inform you that I hereby automatically resign from the board of directors (the “Board”) of Adagene (Suzhou) Limited (the “Company”), and all committees of the Board (if any), effective as of immediately prior to, and contingent upon, the effectiveness of the registration statement on Form F-1 (File No.: 333-252210) of Adagen Inc. (“Adagene”), the Company’s 100% indirect parent company, in connection with Adagene’s initial public offering. In the event that such registration is not effective prior to February 28, 2021, this letter of resignation shall be deemed withdrawn without having been given effect.
本人，Daniel Auerbach，在此正式通知您我将自动从天演药业（苏州）有限公司 （以下简称”公司”）的董事会（以下简称”董事会”）及以及董事会的所有委员会辞任。该辞任取决于 Adagene Inc.（公司的 100%间接母公司）首次公开募股而递交的表格 F-1 的注册声明（注册号：333-252210）是否正式生效，并于紧接其生效之前即刻发生效力。如若前述注册声明在 2021 年 2 月 28 日之前未能生效，则本辞任信应视为已撤回而未生效。
Very truly yours, 此致！ |
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/s/ Daniel Auerbach |
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Name 姓名: Daniel Auerbach |
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