UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Xunlei Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
98419E108**
(CUSIP Number)
December 31, 2015
(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 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)
| CUSIP NO.: 98419E108 |
| (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
32,814,606 Common Shares | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
32,814,606 Common Shares | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,814,606 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)
8.9%(1) | |||||
| (12) | TYPE OF REPORTING PERSON*
IN | |||||
| (1.) | Based on a total of 368,877,209 common shares of the Issuer, par value US$0.00025 per share (“Common Shares”), outstanding as of December 31, 2015 according to the Issuer. |
| CUSIP NO.: 98419E108 |
| (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
20,814,606 Common Shares | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
20,814,606 Common Shares | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,814,606 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)
5.6%(1) | |||||
| (12) | TYPE OF REPORTING PERSON*
CO | |||||
| (1.) | Based on a total of 368,877,209 Common Shares outstanding as of December 31, 2015 according to the Issuer. |
| CUSIP NO.: 98419E108 |
| (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
20,814,606 Common Shares | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
20,814,606 Common Shares | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,814,606 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)
5.6%(1) | |||||
| (12) | TYPE OF REPORTING PERSON*
CO | |||||
| (1.) | Based on a total of 368,877,209 Common Shares outstanding as of December 31, 2015 according to the Issuer. |
| Item 1(a). | Name of Issuer: |
Xunlei Limited (the “Issuer”)
| 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, 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
4/F, Hans Innovation Mansion, North Ring Road
No. 9018 High-Tech Park, Nanshan District
Shenzhen, 518057, People’s Republic of China.
Choice & Chance Limited
Offshore Group Chambers
P.O. Box CB 12751
Nassau
New Providence
Bahamas
| Item 2(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.
| Item 2(d). | Title of Class of Securities: |
Common shares of par value US$0.00025 per share
| Item 2(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. | Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
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, 2015:
| 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) |
32,814,606 Common Shares |
8.9% | 32,814,606 Common Shares(2) |
0 | 32,814,606 Common Shares(2) |
0 | ||||||
| Vantage Point Global Limited(2) |
20,814,606 Common Shares |
5.6% | 20,814,606 Common Shares |
0 | 20,814,606 Common Shares |
0 | ||||||
| Choice & Chance Limited(2) |
20,814,606 Common Shares |
5.6% | 20,814,606 Common Shares |
0 | 20,814,606 Common Shares |
0 | ||||||
| 1) | Based on a total of 368,877,209 Common Shares outstanding as of December 31, 2015 according to the Issuer. |
| 2) | As of December 31, 2015, Vantage Point was the record owner of 20,814,606 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 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 settler 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
| Item 10. | Certifications: |
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 16, 2016
| Shenglong Zou | /s/ Shenglong Zou | |||||
| Vantage Point Global Limited | By: | /s/ Shenglong Zou | ||||
| Name: | Shenglong Zou | |||||
| Title: | Director | |||||
| For and on behalf of | ||||||
| Choice & Chance Limited | Prudence Directors Limited | |||||
| By: | /s/ Keith Ng /s/ Serene Chew | |||||
| Name: | Keith Ng and Serene Chew | |||||
| Title: | Authorized Signatures | |||||
| For and on behalf of | ||||||
| Credence Directors Limited | ||||||
| By: | /s/ Keith Ng /s/ Serene Chew | |||||
| Name: | Keith Ng and Serene Chew | |||||
| Title: | Authorized Signatures | |||||
[Signature Page to Schedule 13G]
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 16, 2016.
| Shenglong Zou | /s/ Shenglong Zou | |||||
| Vantage Point Global Limited | By: | /s/ Shenglong Zou | ||||
| Name: | Shenglong Zou | |||||
| Title: | Director | |||||
| For and on behalf of | ||||||
| Choice & Chance Limited | Prudence Directors Limited | |||||
| By: | /s/ Keith Ng /s/ Serene Chew | |||||
| Name: | Keith Ng and Serene Chew | |||||
| Title: | Authorized Signatures | |||||
| For and on behalf of | ||||||
| Credence Directors Limited | ||||||
| By: | /s/ Keith Ng /s/ Serene Chew | |||||
| Name: | Keith Ng and Serene Chew | |||||
| Title: | Authorized Signatures | |||||
[Signature Page to Joint Filing Agreement, Schedule 13G]