UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

Xunlei Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

98419E108**

(CUSIP Number)

December 31, 2018

(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).

 

** 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
I.R.S. Identification Nos. of Above Persons (Entities Only)
Shenglong Zou (“Mr. Zou”)

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

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
29,802,106 Common Shares

 

 

6.

Shared Voting Power
0

 

 

7.

Sole Dispositive Power
29,802,106 Common Shares

 

 

8.

Shared Dispositive Power
0

 

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
29,802,106 Common Shares

 

 

 

10.

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

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.9%(1)

 

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


 

(1)

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.

 

2


 

CUSIP No. 98419E108

 

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Vantage Point Global Limited (“Vantage Point”)

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

o

 

(b)

o

 

 

 

 

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
17,802,106 Common Shares

 

 

6.

Shared Voting Power
0

 

 

7.

Sole Dispositive Power
17,802,106 Common Shares

 

 

8.

Shared Dispositive Power
0

 

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,802,106 Common Shares

 

 

 

 

10.

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

 

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.3%(1)

 

 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


 

(1)

Based on a total of 336,522,780 Common Shares outstanding as of December 31, 2018 according to the Issuer.

 

3


 

CUSIP No. 98419E108

 

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Choice & Chance Limited (“Choice”)

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

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
17,802,106 Common Shares

 

 

6.

Shared Voting Power
0

 

 

7.

Sole Dispositive Power
17,802,106 Common Shares

 

 

8.

Shared Dispositive Power
0

 

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,802,106 Common Shares

 

 

 

10.

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

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.3%(1)

 

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


 

(1)

Based on a total of 336,522,780 Common Shares outstanding as of December 31, 2018 according to the Issuer.

 

4


 

CUSIP No. 98419E108

 

 

 

Item 1.

 

(a)

Name of Issuer
Xunlei Limited (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
7/F Block 11, Shenzhen Software Park

Ke Ji Zhong 2nd Road, 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

 

(b)

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, 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 

 

5


 

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, 2018:

 

 

 

 

 

 

 

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)

 

29,802,106 Common Shares

 

8.9

%

29,802,106 Common Shares

 

0

 

29,802,106 Common Shares

 

0

 

Choice & Chance Limited(2)

 

17,802,106 Common Shares

 

5.3

%

17,802,106 Common Shares

 

0

 

17,802,106 Common Shares

 

0

 

Vantage Point Global Limited(2)

 

17,802,106 Common Shares

 

5.3

%

17,802,106 Common Shares

 

0

 

17,802,106 Common Shares

 

0

 

 


(1)

Based on a total of 336,522,780 Common Shares outstanding as of December 31, 2018 according to the Issuer.

 

 

(2)

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.

 

 

 

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.

 

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

 

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

/s/ Shenglong Zou

 

 

 

 

 

 

Vantage Point Global Limited

By:

/s/ Shenglong Zou

 

Name:

Shenglong Zou

 

Title:

Director

 

 

 

 

 

 

Choice & Chance Limited

For and on behalf of

 

 

 

Prudence Directors Limited

 

 

 

 

By:

/s/ Keith Ng /s/ Christine Tan

 

Name:

Keith Ng and Christine Tan

 

Title:

Authorized Signatures

 

 

 

 

 

 

 

For and on behalf of

 

 

 

Credence Directors Limited

 

 

 

 

By:

/s/ Keith Ng /s/ Christine Tan

 

Name:

Keith Ng and Christine Tan

 

Title:

Authorized Signatures

 

[Signature Page to Schedule 13G/A]

 

7


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

A.

 

Joint Filing Agreement

 

8


Exhibit A

 

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 14, 2019.

 

 

Shenglong Zou

/s/ Shenglong Zou

 

 

 

 

 

 

Vantage Point Global Limited

By:

/s/ Shenglong Zou

 

Name:

Shenglong Zou

 

Title:

Director

 

 

 

 

 

 

Choice & Chance Limited

For and on behalf of

 

 

 

Prudence Directors Limited

 

 

 

 

By:

/s/ Keith Ng /s/ Christine Tan

 

Name:

Keith Ng and Christine Tan

 

Title:

Authorized Signatures

 

 

 

 

 

 

 

For and on behalf of

 

 

 

Credence Directors Limited

 

 

 

 

By:

/s/ Keith Ng /s/ Christine Tan

 

Name:

Keith Ng and Christine Tan

 

Title:

Authorized Signatures

 

[Signature Page to Joint Filing Agreement Attached to Schedule 13G/A]