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August 14, 2023
Jinbo Li
Chief Executive Officer
Xunlei Ltd
3709 Baishi Road, Nanshan District, Shenzhen, 518000
The People s Republic of China
Re: Xunlei Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-35224
Dear Jinbo Li:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 171
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders, in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell
us whether you relied
upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
Jinbo Li
FirstName
Xunlei Ltd LastNameJinbo Li
Comapany
August 14, NameXunlei
2023 Ltd
August
Page 2 14, 2023 Page 2
FirstName LastName
2. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for Xunlei Limited and the VIE or the VIE s subsidiaries.
We also note that your list
of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong
and countries outside China. Please note that 16I(b) requires that you
provide disclosures
for yourself and all of your consolidated foreign operating entities,
including variable
interest entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which
you have consolidated
operating entities in your supplemental response.
With respect to (b)(3), (b)(4), and (b)(5), please provide the
required information for
you and all of your consolidated foreign operating entities in
your supplemental
response.
3. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at
(202) 551-3783
with any other questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program
cc: Haiping Li