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SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Xunlei Limited

(Name of Issuer)

Common shares

(Title of Class of Securities)

98419E 1081

(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:

o

Rule 13d-1(b)

o

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).

 

1   This is the CUSIP number for the American depositary shares, each representing five common shares of the Issuer.

 


 

CUSIP No. 98419E 108

13G

 

 

1

Name of Reporting Person
Kingsoft Corporation Limited

2

Check the Appropriate Box if a Member of a Group

 

(a)

o

 

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
37,500,000 common shares(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
37,500,000 common shares(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,500,000 common shares(1)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
11.4%(2)

12

Type of Reporting Person
CO

 

(1)

Represents 37,500,000 common shares held by King Venture Holdings Limited, which is wholly owned by Kingsoft Corporation Limited.

(2)

Percentage calculated based on 328,693,840 common shares issued and outstanding as of December 31, 2014, as provided by the Issuer.

 

2


 

CUSIP No. 98419E 108

13G

 

 

1

Name of Reporting Person
King Venture Holdings Limited

2

Check the Appropriate Box if a Member of a Group

 

(a)

o

 

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
37,500,000 common shares

7

Sole Dispositive Power
0

8

Shared Dispositive Power
37,500,000 common shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,500,000 common shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
11.4%(1)

12

Type of Reporting Person
CO

 

(1)

Percentage calculated based on 328,693,840 common shares issued and outstanding as of December 31, 2014, as provided by the Issuer.

 

3


 

CUSIP No. 98419E 108

13G

 

 

Item 1(a).

 

Name of Issuer:
Xunlei Limited

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:

4/F, Hans Innovation Mansion

North Ring Road, No. 9018 High-Tech Park

Nanshan District, Shenzhen

The People’s Republic of China

 

Item 2(a).

 

Name of Person Filing:
Kingsoft Corporation Limited

King Venture Holdings Limited

Item 2(b).

 

Address of Principal Business Office or, if none, Residence:
Kingsoft Corporation Limited

Kingsoft Tower

No.33 Xiaoying West Road

Haidian District, Beijing 100085

The People’s Republic of China

 

King Venture Holdings Limited

Kingsoft Tower

No.33 Xiaoying West Road

Haidian District, Beijing 100085

The People’s Republic of China

Item 2(c)

 

Citizenship:
Kingsoft Corporation Limited  — Cayman Islands

 

King Venture Holdings Limited — Cayman Islands

Item 2(d).

 

Title of Class of Securities:
Common shares

Item 2(e).

 

CUSIP Number:
98419E 108. This is the CUSIP number for the American depositary shares, each representing five common shares of the Issuer.

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

4


 

CUSIP No. 98419E 108

13G

 

 

Item 4.

Ownership:

 

The following information with respect to the ownership of the common shares of the Issuer by each of the reporting persons is provided as of December 31, 2014. The calculations are based on 328,693,840 common shares outstanding as of December 31, 2014, as provided by the Issuer:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent of
class:

 

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:

 

Kingsoft Corporation Limited

 

37,500,000

 

11.4

%

0

 

37,500,000

 

0

 

37,500,000

 

King Venture Holdings Limited

 

37,500,000

 

11.4

%

0

 

37,500,000

 

0

 

37,500,000

 

 

 

King Venture Holdings Limited is the record owner of 37,500,000 common shares of the Issuer. King Venture Holdings Limited is wholly owned by Kingsoft Corporation Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Kingsoft Corporation Limited may be deemed to beneficially own all of the shares held by King Venture Holdings Limited. Kingsoft Corporation Limited is listed on the Hong Kong Stock Exchange (Stock code: 3888).

 

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 Controlling Person:

 

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.

Certifications:

 

Not applicable

 

5


 

CUSIP No. 98419E 108

13G

 

 

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

 

 

Kingsoft Corporation Limited

By:

/s/ Yuk Keung Ng

 

Name: Yuk Keung Ng

 

Title:   Director

 

 

 

 

King Venture Holdings Limited

By:

/s/ Hongjiang Zhang

 

Name: Hongjiang Zhang

 

Title:   Director

 

6


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

A

 

Joint Filing Agreement

 

7

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 Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.

 

 

Kingsoft Corporation Limited

By:

/s/ Yuk Keung Ng

 

Name: Yuk Keung Ng

 

Title:   Director

 

 

 

 

King Venture Holdings Limited

By:

/s/ Hongjiang Zhang

 

Name: Hongjiang Zhang

 

Title:   Director