Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 6:18AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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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 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).
** 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.
CUSIP No. 98419E108
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Shenglong Zou (
Mr. Zou
)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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
Peoples Republic of China
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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
29,802,106 Common Shares
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
29,802,106 Common Shares
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
29,802,106 Common Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%
(1)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Based on a total of 336,522,780 common shares of the Issuer, par value US$0.00025 per share (
Common Shares
) outstanding as of December 31, 2018 according to the Issuer.
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2
CUSIP No. 98419E108
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Vantage Point Global Limited (
Vantage Point
)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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
British Virgin Islands
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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
17,802,106 Common Shares
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
17,802,106 Common Shares
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,802,106 Common Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
5.3%
(1)
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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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Based on a total of 336,522,780 Common Shares outstanding as of December 31, 2018 according to the Issuer.
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3
CUSIP No. 98419E108
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Choice & Chance Limited (
Choice
)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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
Bahamas
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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
17,802,106 Common Shares
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
17,802,106 Common Shares
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,802,106 Common Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
5.3%
(1)
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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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Based on a total of 336,522,780 Common Shares outstanding as of December 31, 2018 according to the Issuer.
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4
Item 1.
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(a)
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Name of Issuer
Xunlei Limited (the
Issuer
)
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(b)
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Address of Issuers Principal Executive Offices
7/F Block 11, Shenzhen Software Park
Ke Ji Zhong 2nd Road, Nanshan District
Shenzhen, 518057, Peoples Republic of China.
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Item 2.
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(a)
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Name of Person Filing
Shenglong Zou
Vantage Point Global Limited
Choice & Chance Limited
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(b)
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Address of the Principal 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, Peoples Republic of China.
Choice & Chance Limited
Offshore Group Chambers
P.O. Box CB 12751
Nassau
New Providence
Bahamas
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(c)
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Citizenship
Mr. Zou is a citizen of the Peoples Republic of China.
The place of organization of Vantage Point is the British Virgin Islands.
The place of organization of Choice is the Bahamas.
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(d)
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Title of Class of Securities
Common shares of par value US$0.00025 per share
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(e)
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CUSIP Number
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.)
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
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5
Item 4.
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Ownership.
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The following information with respect to the ownership of the Common Shares by each of the reporting persons is provided as of December 31, 2018:
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Number of shares as to which such person has:
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Reporting Person
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Amount
Beneficially
Owned
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Percent
of
Class
(1)
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Sole Power to
Vote
or Direct the
Vote
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Shared
Power
to Vote or
to
Direct the
Vote
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Sole Power to
Dispose or to
Direct the
Disposition of
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Shared Power
to Dispose or
to Direct the
Disposition of
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Shenglong Zou
(2)
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29,802,106 Common Shares
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8.9
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%
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29,802,106 Common Shares
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0
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29,802,106 Common Shares
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0
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Choice & Chance Limited
(2)
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17,802,106 Common Shares
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5.3
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%
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17,802,106 Common Shares
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0
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17,802,106 Common Shares
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0
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Vantage Point Global Limited
(2)
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17,802,106 Common Shares
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5.3
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%
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17,802,106 Common Shares
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0
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17,802,106 Common Shares
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0
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(1)
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Based on a total of 336,522,780 Common Shares outstanding as of December 31, 2018 according to the Issuer.
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(2)
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As of December 31, 2018, Vantage Point was the record owner of 16,499,681 Common Shares and it also held 260,485 ADSs, representing 1,302,425 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.
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In addition, Eagle Spirit LLC, a Delaware limited liability company, was the record owner of 12,000,000 Common Shares as of December 31, 2018. 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.
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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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Certification.
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Not applicable
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6
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.
Dated: February 14, 2019
Shenglong Zou
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/s/ Shenglong Zou
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Vantage Point Global Limited
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By:
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/s/ Shenglong Zou
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Name:
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Shenglong Zou
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Title:
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Director
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Choice & Chance Limited
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For and on behalf of
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Prudence Directors Limited
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By:
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/s/ Keith Ng /s/ Christine Tan
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Name:
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Keith Ng and Christine Tan
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Title:
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Authorized Signatures
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For and on behalf of
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Credence Directors Limited
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By:
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/s/ Keith Ng /s/ Christine Tan
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Name:
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Keith Ng and Christine Tan
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Title:
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Authorized Signatures
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[Signature Page to Schedule 13G/A]
7
LIST OF EXHIBITS
Exhibit No.
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Description
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A.
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Joint Filing Agreement
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8
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