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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. )*
Xunlei Limited
(Name of Issuer)
Common shares, par value $0.00025 per share, represented by American Depositary Shares;
each American Depositary Share represents 5 common shares
(Title of Class of Securities)
98419E108**
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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).
*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.
** CUSIP number 98419E108 is assigned to the American Depositary Shares of the Issuer, which are quoted on the NASDAQ Global Select Market under the symbol “XNET.” Each American Depositary Share represents 5 common shares.
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CUSIP No. 98419E108 |
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
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Number of Shares Beneficially Owned by Each Reporting Person With
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Sole Voting Power
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6 |
Shared Voting Power
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7 |
Sole Dispositive Power
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8 |
Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9
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Type of Reporting Person
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(1) Percentage calculated based on 328,693,840 common shares issued and outstanding as of December 31, 2014, as provided by the Issuer.
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CUSIP No. 98419E108 |
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
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Number of Shares Beneficially Owned by Each Reporting Person With
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5 |
Sole Voting Power
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6 |
Shared Voting Power
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7 |
Sole Dispositive Power
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8 |
Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
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Percent of Class Represented by Amount in Row 9
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Type of Reporting Person
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(1) Represent 93,653,572 common shares held by Xiaomi Ventures Limited, which is wholly owned by Xiaomi Corporation.
(2) Percentage calculated based on 328,693,840 common shares issued and outstanding as of December 31, 2014, as provided by the Issuer.
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Item 1(a). |
Name of Issuer | |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China | |
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Item 2(a). |
Name of Person Filing (ii) Xiaomi Corporation | |
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Item 2(b). |
Address of Principal Business Office 12th Floor, WuCaiCheng Office Building 68 Qinghe Middle Street, Haidian District Beijing, 100085 People’s Republic of China | |
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Item 2(c) |
Citizenship (ii) Xiaomi Corporation – Cayman Islands | |
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Item 2(d). |
Title of Class of Securities | |
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Item 2(e). |
CUSIP Number This CUSIP applies to the American Depositary Shares of the Issuer, each representing five Common Shares. | |
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Item 3. |
Statement filed pursuant to rule 13d-1(b) or 13d-2(b) or (c) | |
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Not applicable. | |
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Item 4. |
Ownership: |
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The information required by Item 4(a) – (c) is set forth in Rows 5-11 of the cover page hereto for each reporting person and is incorporated herein by reference for each such reporting person. |
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The percentages of ownership set forth in Rows 5-11 of the cover page hereto are based on 328,693,840 Common Shares issued and outstanding as of December 31, 2014, as provided by the Issuer. |
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Xiaomi Ventures Limited is the record owner of 93,653,572 Common Shares. Xiaomi Ventures Limited is wholly owned by Xiaomi Corporation. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Xiaomi Corporation may be deemed to beneficially own all of the shares held by Xiaomi Ventures Limited. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
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. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. |
SIGNATURE
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 13, 2015
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Xiaomi Ventures Limited | |
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By: |
/s/ Kong Kat Wong |
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Name: Kong Kat Wong | |
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Title: Director | |
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Xiaomi Corporation | |
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By: |
/s/ Jun Lei |
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Name: Jun Lei | |
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Title: Director | |
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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1 |
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Joint Filing Agreement, dated as of February 12, 2015, by and between Xiaomi Ventures Limited and Xiaomi Corporation |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing 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 and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing.
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 12, 2015.
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Xiaomi Ventures Limited | |
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By: |
/s/ Kong Kat Wong |
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Name: Kong Kat Wong | |
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Title: Director | |
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Xiaomi Corporation | |
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By: |
/s/ Jun Lei |
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Name: Jun Lei | |
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Title: Director | |
[Signature Page to Joint Filing Agreement]