Xunlei Ltd — Major Shareholding Notification 2016

Feb 16, 2016

SC 13G/A 1 d125537dsc13ga.htm SC 13G AMENDMENT NO. 1 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:

Reporting Person	Amount Beneficially Owned	Percent of Class (1)	Number of shares as to which such person has: — 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