SC 13G Amendment No. 1

 

 

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