Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 11:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
Xunlei Limited
|
(Name of Issuer)
|
|
Common Shares
|
(Title of Class of Securities)
|
|
98419E108**
|
(CUSIP Number)
|
|
December 31, 2017
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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.
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).
** This CUSIP applies to the American Depositary Shares, evidenced
by American Depositary Receipts, of the Issuer, each representing five common shares of the Issuer. No CUSIP has been assigned
to the common shares.
(Continued on following pages)
(1)
|
NAME OF REPORTING PERSONS
|
|
Shenglong Zou (“
Mr. Zou
”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
¨
|
(3)
|
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
(5)
|
SOLE VOTING POWER
|
|
31,814,606 Common Shares
|
(6)
|
SHARED VOTING POWER
|
|
0
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
31,814,606 Common Shares
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
0
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
31,814,606 Common Shares
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.5%
(1)
|
(12)
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
|
|
|
|
(1)
|
Based
on a total of 333,643,560 common shares of the Issuer, par value US$0.00025 per share
(“
Common Shares
”), outstanding as of December 31, 2017 according to
the Issuer.
|
(1)
|
NAME OF REPORTING PERSONS
|
|
Vantage Point Global Limited (“
Vantage Point
”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
¨
|
(3)
|
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
(5)
|
SOLE VOTING POWER
|
|
19,814,606 Common Shares
|
(6)
|
SHARED VOTING POWER
|
|
0
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
19,814,606 Common Shares
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
0
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
19,814,606 Common Shares
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
5.9%
(1)
|
(12)
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
|
|
|
(1)
|
Based
on a total of 333,643,560 Common Shares outstanding as of December 31, 2017 according
to the Issuer.
|
(1)
|
NAME OF REPORTING PERSONS
|
|
Choice & Chance Limited (“
Choice
”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
¨
|
(3)
|
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Bahamas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
(5)
|
SOLE VOTING POWER
|
|
19,814,606 Common Shares
|
(6)
|
SHARED VOTING POWER
|
|
0
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
19,814,606 Common Shares
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
0
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
19,814,606 Common Shares
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
5.9%
(1)
|
(12)
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
|
|
|
(1)
|
Based
on a total of 333,643,560 Common Shares outstanding as of December 31, 2017 according
to the Issuer.
|
|
Item 1(a).
|
Name of Issuer:
|
Xunlei Limited (the “
Issuer
”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
7/F Block 11, Shenzhen Software Park
Ke Ji Zhong 2nd Road, Nanshan District
Shenzhen, 518057, People’s Republic of China.
|
Item 2(a).
|
Name of Person Filing:
|
Shenglong Zou
Vantage Point Global Limited
Choice & Chance Limited
|
Item 2(b).
|
Address of Principal Business Office or, If None, Residence:
|
Shenglong Zou
Vantage Point Global Limited
c/o Xunlei Limited
7/F Block 11, Shenzhen Software Park
Ke Ji Zhong 2nd Road, Nanshan District
Shenzhen, 518057, People’s Republic of China.
Choice & Chance Limited
Offshore Group Chambers
P.O. Box CB 12751
Nassau
New Providence
Bahamas
Mr. Zou is a citizen of the People’s Republic of China.
The place of organization of Vantage Point is the British Virgin
Islands.
The place of organization of Choice is the Bahamas.
|
Item 2(d).
|
Title of Class of Securities:
|
Common shares of par value US$0.00025 per share
98419E108 (for the American Depositary Shares, evidenced by
American Depositary Receipts, of the Issuer (the “ADSs”), each representing five Common Shares. No CUSIP has been assigned
to the Common Shares.)
|
Item 3.
|
Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
|
Not Applicable
The following information with respect to the ownership of the
Common Shares by each of the reporting persons is provided as of December 31, 2017:
Reporting Person
|
Amount
Beneficially
Owned
|
Percent
of
Class
(1)
|
Number of shares as to which such person has:
|
Sole Power to Vote
or Direct the Vote
|
Shared Power
to Vote or to
Direct the Vote
|
Sole Power to
Dispose or to
Direct the
Disposition of
|
Shared Power
to Dispose or
to Direct the Disposition of
|
Shenglong
Zou
(2)
|
31,814,606
Common
Shares
|
9.5%
|
31,814,606
Common Shares
|
0
|
31,814,606
Common Shares
|
0
|
Choice &
Chance
Limited
(2)
|
19,814,606
Common
Shares
|
5.9%
|
19,814,606
Common Shares
|
0
|
19,814,606
Common Shares
|
0
|
Vantage Point
Global
Limited
(2)
|
19,814,606
Common
Shares
|
5.9%
|
19,814,606
Common Shares
|
0
|
19,814,606
Common Shares
|
0
|
|
(1)
|
Based on a total of 333,643,560 Common
Shares outstanding as of December 31, 2017 according to the Issuer.
|
|
(2)
|
As of December 31, 2017, Vantage
Point was the record owner of 16,499,681 Common Shares and it also held
662,985 ADSs, representing 3,314,925 Common Shares. Vantage Point is wholly owned by Choice,
the shares of which are held by Vistra Trust (Singapore) Pte. Limited (“
Vistra
”)
as trustee (the “
Trustee
”) of the Zou Family Trust, a trust governed
by the laws of the Republic of Singapore and Mr. Zou is the settlor. Mr. Zou is the sole
director of Vantage Point. The board of directors of Choice consists of two wholly owned
Vistra companies, i.e. Prudence Directors Limited and Credence Directors Limited, acting
in their capacity as directors. Pursuant to the Deed of Settlement dated April 16, 2015
between Mr. Zou and the Trustee, Mr. Zou indirectly holds all voting and investment powers
of Vantage Point and its assets. Pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), Mr. Zou may be deemed
to beneficially own all of the Common Shares directly held by Vantage Point. The Trustee
should not be deemed to beneficially own any Common Shares directly held by Vantage Point
under Section 13(d) of the Exchange Act.
|
In addition, Eagle
Spirit LLC, a Delaware limited liability company, was the record owner of 12,000,000 Common Shares. Eagle Spirit LLC is
wholly owned by a United States irrevocable trust with Mr. Zou as the settlor and Mr. Zou is the sole director of Eagle Spirit
LLC. Mr. Zou may be deemed to beneficially own all of the Common Shares held by Eagle Spirit LLC.
|
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:
|
Not applicable
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
|
Not applicable
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Not applicable
|
Item 9.
|
Notice of Dissolution of Group:
|
Not applicable
Not applicable
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
Shenglong Zou
|
/s/ Shenglong Zou
|
Vantage Point Global Limited
|
By:
|
/s/ Shenglong Zou
|
|
Name:
|
Shenglong Zou
|
|
Title:
|
Director
|
Choice & Chance Limited
|
For and on behalf of
|
|
Prudence Directors Limited
|
|
By:
|
/s/
Keith Ng /s/ Christine Tan
|
|
Name:
|
Keith Ng and Christine Tan
|
|
Title:
|
Authorized Signatures
|
|
For and on behalf of
Credence Directors Limited
|
|
By:
|
/s/
Keith Ng /s/ Christine Tan
|
|
Name:
|
Keith Ng and Christine Tan
|
|
Title:
|
Authorized Signatures
|
[Signature
Page to Schedule 13G/A]
LIST OF EXHIBITS
Exhibit No.
|
Description
|
A.
|
Joint Filing Agreement
|
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting
Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Common Shares, par value US$0.00025 per share, of Xunlei Limited, a Cayman Islands
company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally
blank.]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement as of February 14, 2018.
Shenglong Zou
|
/s/ Shenglong Zou
|
Vantage Point Global Limited
|
By:
|
/s/ Shenglong Zou
|
|
Name:
|
Shenglong Zou
|
|
Title:
|
Director
|
Choice & Chance Limited
|
For and on behalf of
|
|
Prudence Directors Limited
|
|
By:
|
/s/
Keith Ng /s/ Christine Tan
|
|
Name:
|
Keith Ng and Christine Tan
|
|
Title:
|
Authorized Signatures
|
|
For and on behalf of
Credence Directors Limited
|
|
By:
|
/s/
Keith Ng /s/ Christine Tan
|
|
Name:
|
Keith Ng and Christine Tan
|
|
Title:
|
Authorized Signatures
|
[Signature
Page to Joint Filing Agreement Attached to Schedule 13G/A]
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