UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Xunlei Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
98419E108**
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* 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 |
| 1. |
NAMES OF REPORTING PERSONS
Shenglong Zou (“Mr. Zou”) |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 22,931,611 Common Shares | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 22,931,611 Common Shares | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,931,611 Common Shares |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%(1) |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
|
| (1) Based on a total of 337,257,946 common shares of the Issuer, par value US$0.00025 per share (“Common Shares”) outstanding as of December 31, 2021 according to the Issuer. |
| CUSIP No. 98419E108 |
| 1. |
NAMES OF REPORTING PERSONS
Vantage Point Global Limited (“Vantage Point”) |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 10,931,611 Common Shares | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 10,931,611 Common Shares | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,931,611 Common Shares |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%(1) |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
CO |
|
| (1) Based on a total of 337,257,946 Common Shares outstanding as of December 31, 2021 according to the Issuer. |
| CUSIP No. 98419E108 |
| 1. |
NAMES OF REPORTING PERSONS
Choice & Chance Limited (“Choice”) |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 10,931,611 Common Shares | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 10,931,611 Common Shares | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,931,611 Common Shares |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%(1) |
|||
| 12. |
TYPE OF REPORTING PERSON (see instructions)
CO |
|||
| (1) Based on a total of 337,257,946 Common Shares outstanding as of December 31, 2021 according to the Issuer. |
| CUSIP No. | 98419E108 |
Item 1.
| (a) | Name of Issuer Xunlei Limited (the “Issuer”) | |
| (b) |
Address of
Issuer’s Principal Executive Offices Nanshan District, Shenzhen, 518000, People’s Republic of China | |
Item 2.
| (a) |
Name of Person Filing Shenglong Zou (“Mr. Zou”) Vantage Point Global Limited (“Vantage Point”) Choice & Chance Limited (“Choice”) The foregoing persons are collectively referred to as the “Reporting Persons.” | |
| (b) |
Address of the Principal Office or, if none, residence
Shenglong
Zou Nanshan District, Shenzhen, 518000, People’s Republic of China
Choice & Chance Limited Offshore Group Chambers P.O. Box CB 12751 Nassau New Providence Bahamas | |
| (c) |
Citizenship
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. | |
| (d) |
Title of Class of Securities
Common shares of par value US$0.00025 per share | |
| (e) | 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.) |
Item 3. 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:
Not Applicable
Item 4. Ownership.
The following information with respect to the ownership of the Common Shares by each of the Reporting Persons is provided as of December 31, 2021:
| Number of shares as to which such person has: | ||||||||||||||||||
| Reporting Person | Amount Beneficially Owned | Percent of Class(1) | 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) | 22,931,611 Common Shares | 6.8 | % | 22,931,611 Common Shares | 0 | 22,931,611 Common Shares | 0 | |||||||||||
| Choice & Chance Limited(2) | 10,931,611 Common Shares | 3.2 | % | 10,931,611 Common Shares | 0 | 10,931,611 Common Shares | 0 | |||||||||||
| Vantage Point Global Limited(2) | 10,931,611 Common Shares | 3.2 | % | 10,931,611 Common Shares | 0 | 10,931,611 Common Shares | 0 | |||||||||||
| (1) | Based on a total of 337,257,946 Common Shares outstanding as of December 31, 2021 according to the Issuer. |
| (2) | As of December 31, 2021, Vantage Point was the record owner of 10,931,611 Common Shares (3,279,480 of which is represented by ADSs). Vantage Point is wholly owned by Choice, which is wholly owned by Mr. Zou and Mr. Zou is a director of Choice. 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. |
| In addition, Eagle Spirit LLC, a Delaware limited liability company, was the record owner of 12,000,000 Common Shares as of December 31, 2021 (3,600,000 of which is represented by ADSs). 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 indirectly holds the voting power and investment power of all of the Common Shares held by 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.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable
SIGNATURES
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 11, 2022
| Shenglong Zou | /s/ Shenglong Zou | |
| Vantage Point Global Limited | By: | /s/ Shenglong Zou |
| Name: | Shenglong Zou | |
| Title: | Director | |
| Choice & Chance Limited | By: | /s/ Shenglong Zou |
| Name: | Shenglong Zou | |
| Title: | Director | |
[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 February 11, 2022.
| Shenglong Zou | /s/ Shenglong Zou | |
| Vantage Point Global Limited | By: | /s/ Shenglong Zou |
| Name: | Shenglong Zou | |
| Title: | Director | |
| Choice & Chance Limited | By: | /s/ Shenglong Zou |
| Name: | Shenglong Zou | |
| Title: | Director | |
[Signature Page to Joint Filing Agreement Attached to Schedule 13G/A]