UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
UCLOUDLINK
GROUP INC.
(Name
of Issuer)
Ordinary
Shares, par value of $0.00005 per share
(Title
of Class of Securities)
90354D
104 **
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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. |
| ** | CUSIP
number 90354D 104 has been assigned to the American depositary shares (“ADSs”)
of the issuer, which are quoted on The Nasdaq Stock Market under the symbol “UCL.”
Each ADS represents ten Class A ordinary shares of the issuer. CUSIP number G9430A 101 has
been assigned to the Class A ordinary shares of the Issuer. |
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).
| |
1 |
Name
of Reporting Person |
| |
|
MediaPlay
Limited |
| |
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 |
| |
61,346,560 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
61,346,560 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
61,346,560 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
16.4%.
*The voting power of the shares beneficially owned represent 44.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
CO |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Brilliant
Topaz Holding Limited |
| |
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 |
| |
61,346,560 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
61,346,560 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
61,346,560 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
16.4%.
*The voting power of the shares beneficially owned represent 44.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
CO |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Chen
Family Evergreen Trust |
| |
2
|
Check
the Appropriate Box if a Member of a Group |
| |
|
(a) |
☐ |
| |
|
(b) |
☒ |
| |
3 |
SEC
Use Only |
| |
|
|
| |
4 |
Citizenship
or Place of Organization |
| |
|
Guernsey |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power |
| |
61,346,560 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
61,346,560 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
61,346,560 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
16.4%.
*The voting power of the shares beneficially owned represent 44.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
OO |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Chaohui
Chen |
| |
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 |
| |
76,166,360 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
65,823,420 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
76,166,360 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
20.3%.
*The voting power of the shares beneficially owned represent 44.9% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
AlphaGo
Robot Limited |
| |
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 |
| |
60,726,420 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
60,726,420 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
60,726,420 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
16.2%.
*The voting power of the shares beneficially owned represent 43.7% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
CO |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Bright
Topaz Holding Limited |
| |
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 |
| |
60,726,420 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
60,726,420 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
60,726,420 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
16.2%.
*The voting power of the shares beneficially owned represent 43.7% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
CO |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Harmony
Peng Trust |
| |
2
|
Check
the Appropriate Box if a Member of a Group |
| |
|
(a) |
☐ |
| |
|
(b) |
☒ |
| |
3 |
SEC
Use Only |
| |
|
|
| |
4 |
Citizenship
or Place of Organization |
| |
|
Guernsey |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power |
| |
60,726,420 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
60,726,420 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
60,726,420 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
16.2%.
*The voting power of the shares beneficially owned represent 43.7% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
OO |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Zhiping
Peng |
| |
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 |
| |
69,519,840 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
62,527,340 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
69,519,840 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
18.5%.
*The voting power of the shares beneficially owned represent 44.1% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Wen
Gao |
| |
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 |
| |
12,329,820 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
12,329,820 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
12,329,820 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
3.3%.
*The voting power of the shares beneficially owned represent 0.6% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Zhu
Tan |
| |
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 |
| |
9,239,820 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
9,239,820 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
9,239,820 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
2.5%.
*The voting power of the shares beneficially owned represent 0.4% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Zhigang
Du |
| |
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 |
| |
4,501,660 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
4,501,660 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
4,501,660 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
1.2%.
*The voting power of the shares beneficially owned represent 0.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Zhongqi
Kuang |
| |
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 |
| |
3,577,180 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
3,577,180 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
3,577,180 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
1.0%.
*The voting power of the shares beneficially owned represent 0.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Shubao
Pei |
| |
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 |
| |
4,419,040 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
4,419,040 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
4,419,040 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
1.2%.
*The voting power of the shares beneficially owned represent 0.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Xuesong
Ren |
| |
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 |
| |
6,341,240 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
6,341,240 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
6,341,240 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
1.7%.
*The voting power of the shares beneficially owned represent 0.3% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| |
1 |
Name
of Reporting Person |
| |
|
Yimeng
Shi |
| |
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 |
| |
3,634,260 |
| 6 |
Shared
Voting Power |
| |
0 |
| 7 |
Sole
Dispositive Power |
| |
3,634,260 |
| 8 |
Shared
Dispositive Power |
| |
|
0 |
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| |
|
3,634,260 |
| |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
| |
11 |
Percent
of Class Represented by Amount in Row 9 |
| |
|
1.0%.
*The voting power of the shares beneficially owned represent 0.2% of the total outstanding voting power. |
| |
12 |
Type
of Reporting Person
IN |
| * | The percentage of class of securities beneficially owned by
the Reporting Person is based on a total of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares)
of the Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A
ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person
by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single
class as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each
holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to 15 votes per share on all matters submitted to them for a vote. |
| Item 1(a). | Name
of Issuer: |
UCLOUDLINK
GROUP INC. (the “Issuer”)
| | |
| Item 1(b). | Address
of Issuer’s Principal Executive Offices: |
Unit
2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong
| | |
| Item 2(a). | Name
of Person Filing: |
MediaPlay
Limited
Brilliant
Topaz Holding Limited
Chen
Family Evergreen Trust
Chaohui
Chen
AlphaGo Robot Limited
Bright
Topaz Holding Limited
Harmony
Peng Trust
Zhiping
Peng
Wen
Gao
Zhu
Tan
Zhigang
Du
Zhongqi
Kuang
Shubao
Pei
Xuesong
Ren
Yimeng
Shi
(collectively,
the “Reporting Persons”)
| | |
| Item 2(b). | Address
of Principal Business Office or, if none, Residence: |
MediaPlay Limited
Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands
Brilliant Topaz Holding Limited
Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin
Islands
Chen Family Evergreen Trust
Cantrust (Far East) Limited as trustee
Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin
Islands
Chaohui Chen
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
AlphaGo Robot Limited
Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands
Bright Topaz Holding Limited
Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin
Islands
Harmony Peng Trust
Cantrust (Far East) Limited as trustee
Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin
Islands
Zhiping Peng
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Wen Gao
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Zhu Tan
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Zhigang Du
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Zhongqi Kuang
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Shubao Pei
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Xuesong Ren
14 Brackendale way, Reading, UK. RG6 1DZ
Yimeng Shi
Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha
Tsui, Kowloon, Hong Kong
MediaPlay Limited – British Virgin Islands
Brilliant Topaz Holding Limited – British Virgin Islands
Chen Family Evergreen Trust – Guernsey
Chaohui Chen – People’s Republic of China
AlphaGo Robot Limited – British Virgin Islands
Bright Topaz Holding Limited – British Virgin Islands
Harmony Peng Trust – Guernsey
Zhiping Peng – People’s Republic of China
Wen Gao – People’s Republic of China
Zhu Tan – People’s Republic of China
Zhigang Du – People’s Republic of China
Zhongqi Kuang – People’s Republic of China
Shubao Pei – People’s Republic of China
Xuesong Ren – People’s Republic of China
Yimeng Shi –People’s Republic of China
| | |
| Item 2(d). | Title
of Class of Securities: |
Ordinary
shares, $0.00005 par value per share, of the Issuer
The Issuer’s ordinary shares consist of Class A ordinary shares
and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary
shares is entitled to 15 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time
by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary
shares under any circumstances.
90354D
104
This
CUSIP number applies to the American depositary shares of the Issuer, each representing ten Class A ordinary shares of the Issuer. The
CUSIP number G9430A 101 has been assigned to the Class A ordinary shares of the Issuer.
| | |
| Item 3. | If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check
whether the persons filing is a: |
Not
applicable
The following information with respect to the ownership
of the ordinary shares of par value of $0.00005 per share of Issuer by each of the Reporting Persons is provided as of December 31, 2023:
| 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: | |
| MediaPlay Limited | |
| 61,346,560 | (2) | |
| 16.4 | % | |
| 61,346,560 | (2) | |
| 0 | | |
| 61,346,560 | (2) | |
| 0 | |
| Brilliant Topaz Holding Limited | |
| 61,346,560 | (2) | |
| 16.4 | % | |
| 61,346,560 | (2) | |
| 0 | | |
| 61,346,560 | (2) | |
| 0 | |
| Chen Family Evergreen Trust | |
| 61,346,560 | (2) | |
| 16.4 | % | |
| 61,346,560 | (2) | |
| 0 | | |
| 61,346,560 | (2) | |
| 0 | |
| Chaohui Chen | |
| 76,166,360 | (3) | |
| 20.3 | % | |
| 76,166,360 | (3) | |
| 0 | | |
| 65,823,420 | (3) | |
| 0 | |
| AlphaGo Robot Limited | |
| 60,726,420 | (4) | |
| 16.2 | % | |
| 60,726,420 | (4) | |
| 0 | | |
| 60,726,420 | (4) | |
| 0 | |
| Bright Topaz Holding Limited | |
| 60,726,420 | (4) | |
| 16.2 | % | |
| 60,726,420 | (4) | |
| 0 | | |
| 60,726,420 | (4) | |
| 0 | |
| Harmony Peng Trust | |
| 60,726,420 | (4) | |
| 16.2 | % | |
| 60,726,420 | (4) | |
| 0 | | |
| 60,726,420 | (4) | |
| 0 | |
| Zhiping Peng | |
| 69,519,840 | (5) | |
| 18.5 | % | |
| 69,519,840 | (5) | |
| 0 | | |
| 62,527,340 | (5) | |
| 0 | |
| Wen Gao | |
| 12,329,820 | (6) | |
| 3.3 | % | |
| 12,329,820 | (6) | |
| 0 | | |
| 12,329,820 | (6) | |
| 0 | |
| Zhu Tan | |
| 9,239,820 | (7) | |
| 2.5 | % | |
| 9,239,820 | (7) | |
| 0 | | |
| 9,239,820 | (7) | |
| 0 | |
| Zhigang Du | |
| 4,501,660 | (8) | |
| 1.2 | % | |
| 4,501,660 | (8) | |
| 0 | | |
| 4,501,660 | (8) | |
| 0 | |
| Zhongqi Kuang | |
| 3,577,180 | (9) | |
| 1.0 | % | |
| 3,577,180 | (9) | |
| 0 | | |
| 3,577,180 | (9) | |
| 0 | |
| Shubao Pei | |
| 4,419,040 | (10) | |
| 1.2 | % | |
| 4,419,040 | (10) | |
| 0 | | |
| 4,419,040 | (10) | |
| 0 | |
| Xuesong Ren | |
| 6,341,240 | (11) | |
| 1.7 | % | |
| 6,341,240 | (11) | |
| 0 | | |
| 6,341,240 | (11) | |
| 0 | |
| Yimeng Shi | |
| 3,634,260 | (12) | |
| 1.0 | % | |
| 3,634,260 | (12) | |
| 0 | | |
| 3,634,260 | (12) | |
| 0 | |
| * | In July 2019, Issuer’s founders and certain other members of management and beneficial owners of the Issuer, including Chaohui
Chen, Zhiping Peng, Wen Gao, Zhu Tan, Zhigang Du, Zhongqi Kuang, Shubao Pei, Xuesong Ren and Yimeng Shi, entered into a voting agreement,
which provides that they shall reach a consensus before exercising their voting rights with respect to the Issuer’s shares. In the
case of a tie, the parties to the voting agreement will vote again, and they will abide by the decision of which more than 60% of the
number of parties vote in favor. The voting agreement will be terminated (i) with respect to all parties thereto, upon consent of all
parties, or (ii) with respect to any party thereto, upon the time he beneficially owns less than 0.1% of the total issued and outstanding
ordinary shares of the Issuer. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, all reporting persons listed in the table above may be deemed to be a group, and each member of such group may be deemed to
beneficially own all of the ordinary shares beneficially owned by other members constituting such group. However, each of the reporting
persons disclaims beneficial ownership of any shares other than the amount beneficially owned such reporting person as indicated by the
table. |
| (1) | The percentage of class of securities beneficially owned by each of the Reporting Persons as of December 31, 2023 is based on a total
of 374,485,700 outstanding ordinary shares (being the sum of 252,412,720
Class A ordinary shares and 122,072,980 Class B ordinary shares) of the
Issuer outstanding as a single class as of December 31, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary
shares. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis,
whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (2) | Includes 61,346,560 Class B ordinary shares of the Issuer held by MediaPlay Limited, a British Virgin Islands company. MediaPlay Limited
is wholly owned by Brilliant Topaz Holding Limited,
a British Virgin Islands company. Brilliant Topaz Holding Limited is wholly
owned by Chen Family Evergreen Trust, a trust established for the benefit
of Mr. Chaohui Chen and his family. Mr. Chaohui Chen is the settlor and investment advisor of Chen Family Evergreen Trust, and has the
power to direct the disposition and voting of the shares of the Issuer held by Chen Family Evergreen Trust. |
| (3) | Includes (i) 61,346,560 Class B ordinary shares of the Issuer held by MediaPlay Limited, (ii) 1,057,800 Class A ordinary shares of
the Issuer held by Mr. Chaohui Chen, (iii) 760,000 Class A ordinary shares issuable to Mr. Chaohui Chen upon exercise of options within
60 days after December 31, 2023, (iv) 93,120 Class A ordinary shares issuable to Mr. Chaohui Chen upon vesting of restricted share units
within 60 days after December 31, 2023, (v) 256,594 ADSs, representing 2,565,940 Class A ordinary shares directly held by Mr. Chaohui
Chen, (vi) 10,342,940 Class A ordinary shares (including those in the form of ADS) beneficially owned by certain of our current and former
employees who have granted an irrevocable voting proxy for all shares beneficially owned by them to Mr. Chaohui Chen. Our employees who
hold share incentive awards under our share incentive plans have granted an irrevocable voting proxy for the shares issuable to them pursuant
to the awards to Mr. Chaohui Chen, except those mentioned in item (v) of this paragraph. |
| (4) | Includes 60,726,420 Class B ordinary shares of the Issuer held by AlphaGo Robot Limited, a British Virgin Islands company. AlphaGo
Robot Limited is wholly owned by Bright Topaz Holding Limited,
a British Virgin Islands company. Bright Topaz Holding Limited is wholly
owned by Harmony Peng Trust, a trust established for the benefit of Mr.
Zhiping Peng and his family. Mr. Zhiping Peng is the settlor and investment advisor of Harmony Peng Trust, and has the power to direct
the disposition and voting of the shares of the Issuer held by Harmony Peng Trust. |
| (5) | Includes (i) 60,726,420 Class B ordinary shares of the Issuer held by AlphaGo Robot Limited, (ii) 953,300 Class A ordinary shares
of the Issuer held by Mr. Zhiping Peng, (iii) 760,000 Class A ordinary shares issuable to Mr. Zhiping Peng upon exercise of options within
60 days after December 31, 2023, (iv) 87,620 Class A ordinary shares issuable to Mr. Zhiping Peng upon vesting of restricted share units
within 60 days after December 31, 2023, and (v) 6,992,500 Class A ordinary shares of the Issuer held by two of our beneficial owners,
who have granted an irrevocable voting proxy for 6,992,500 Class A ordinary shares beneficially owned by them to Mr. Zhiping Peng, and
appointed Mr. Zhiping Peng as lawful attorney-in-fact. |
| (6) | Includes (i) 11,889,820 Class A ordinary shares held by Talent Wits Limited, a British Virgin Islands company, (ii) 418,000 Class
A ordinary shares held by Mr. Wen Gao, and (iii) 22,000 Class A ordinary shares issuable to Mr. Wen Gao upon vesting of restricted share
units within 60 days after December 31, 2023. Talent Wits Limited is wholly owned by Mr. Wen Gao. The registered address of Talent Wits
Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| (7) | Includes (i) 8,719,200 Class A ordinary shares held by Chicken Chic Limited, a British Virgin Islands company, (ii) 406,750 Class
A ordinary shares held by Mr. Zhu Tan, (iii) 98,620 Class A ordinary shares issuable to Mr. Zhu Tan upon exercise of options within 60
days after December 31, 2023, and (iv) 15,250 Class A ordinary shares issuable to Mr. Zhu Tan upon vesting of restricted share units within
60 days after December 31, 2023. Chicken Chic Limited is wholly owned by Mr. Zhu Tan. The registered address of Chicken Chic Limited is
Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| (8) | Includes (i) 3,170,620 Class A ordinary shares held by Elite Magic Cosmos Limited, a British Virgin Islands company, (ii) 584,000
Class A ordinary shares held by Mr. Zhigang Du, (iii) 715,040 Class A ordinary shares issuable to Mr. Zhigang Du upon exercise of options
within 60 days after December 31, 2023, and (iv) 32,000 Class A ordinary shares issuable to Mr. Zhigang Du upon vesting of restricted
share units within 60 days after December 31, 2023. Elite Magic Cosmos Limited is wholly owned by Mr. Zhigang Du. The registered address
of Elite Magic Cosmos Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| (9) | Includes (i) 3,170,620 Class A ordinary shares held by Fairy Mind Limited, a British Virgin Islands company, (ii) 346,050 Class A
ordinary shares held by Mr. Zhongqi Kuang, (iii) 15,150 Class A ordinary shares issuable to Mr. Zhongqi Kuang upon vesting of restricted
share units within 60 days after December 31, 2023, and (iv) 4,536 ADSs, representing 45,360 Class A ordinary shares directly held by
Mr. Zhongqi Kuang. Fairy Mind Limited is wholly owned by Mr. Zhongqi Kuang. The registered address of Fairy Mind Limited is Craigmuir
Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| (10) | Includes (i) 3,170,620 Class A ordinary shares held by Fair Technology Limited, a British Virgin Islands company, (ii) 598,000 Class
A ordinary shares held by Mr. Shubao Pei, (iii) 616,420 Class A ordinary shares issuable to Mr. Shubao Pei upon exercise of options within
60 days after December 31, 2023, and (iv) 34,000 Class A ordinary shares issuable to Mr. Shubao Pei upon vesting of restricted share units
within 60 days after December 31, 2023. Fair Technology Limited is wholly owned by Mr. Shubao Pei. The registered address of Fair Technology
Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| (11) | Includes 6,341,240 Class A ordinary shares held by Fortune Technology Limited, a British Virgin Islands company. Fortune Technology
Limited is wholly owned by Mr. Xuesong Ren. The registered address of Fortune Technology Limited is Craigmuir Chambers, Road Town, Tortola,
VG 1110, British Virgin Islands. |
| (12) | Includes (i) 585,340 Class A ordinary shares held by Vision Technology Limited, a British Virgin Islands company, (ii) 693,550 Class
A ordinary shares held by Mr. Yimeng Shi, (iii) 2,280,000 Class A ordinary shares issuable to Mr. Yimeng Shi upon exercise of options
within 60 days after December 31, 2023, and (iv) 75,370 Class A ordinary shares issuable to Mr. Yimeng Shi upon vesting of restricted
share units within 60 days after December 31, 2023. Vision Technology Limited is wholly owned by Mr. Yimeng Shi. The registered address
of Vision Technology Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| 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 Controlling 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 |
LIST
OF EXHIBITS
SIGNATURE
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 5, 2024
| |
MediaPlay Limited |
| |
|
|
| |
By: |
/s/ Chaohui
Chen |
| |
Name: |
Chaohui Chen |
| |
Title: |
Director |
| |
Brilliant Topaz Holding Limited |
| |
|
|
| |
By: |
/s/ Susan
Palmer and Joanne Turnbull |
| |
Name: |
Susan Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of Rustem Limited |
| |
|
Director |
| |
Chen Family Evergreen Trust |
| |
|
|
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan
Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of |
| |
|
Cantrust (Far East) Limited |
| |
|
Trustee |
| |
Chaohui Chen |
| |
|
| |
/s/ Chaohui
Chen |
| |
AlphaGo Robot Limited |
| |
|
|
| |
By: |
/s/ Zhiping
Peng |
| |
Name: |
Zhiping Peng |
| |
Title: |
Director |
| |
Bright Topaz Holding Limited |
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan
Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of Rustem Limited |
| |
|
Director |
| |
Harmony Peng Trust |
| |
|
|
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan
Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of |
| |
|
Cantrust (Far East) Limited |
| |
|
Trustee |
| |
Zhiping Peng |
| |
|
| |
/s/ Zhiping
Peng |
| |
|
| |
Wen Gao |
| |
|
| |
/s/ Wen Gao |
| |
|
| |
Zhu Tan |
| |
|
| |
/s/ Zhu Tan |
| |
|
| |
Zhigang Du |
| |
|
| |
/s/ Zhigang
Du |
| |
|
| |
Zhongqi Kuang |
| |
|
| |
/s/ Zhongqi
Kuang |
| |
|
| |
Shubao Pei |
| |
|
| |
/s/ Shubao
Pei |
| |
|
| |
Xuesong Ren |
| |
|
| |
/s/ Xuesong
Ren |
| |
|
| |
Yimeng Shi |
| |
|
| |
/s/ Yimeng
Shi |
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 ordinary shares, par value of $0.00005 per share, of UCLOUDLINK GROUP INC., 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.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of February 5, 2024.
| |
By: |
/s/
Chaohui Chen |
| |
Name: |
Chaohui Chen |
| |
Title: |
Director |
| |
Brilliant Topaz Holding Limited |
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of Rustem Limited |
| |
|
Director |
| |
Chen Family Evergreen Trust |
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of |
| |
|
Cantrust (Far East) Limited |
| |
|
Trustee |
| |
By: |
/s/
Zhiping Peng |
| |
Name: |
Zhiping Peng |
| |
Title: |
Director |
| |
Bright Topaz Holding Limited |
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of Rustem Limited |
| |
|
Director |
| |
By: |
/s/
Susan Palmer and Joanne Turnbull |
| |
Name: |
Susan
Palmer and Joanne Turnbull |
| |
Title: |
Authorized Signatories |
| |
|
For and on behalf of |
| |
|
Cantrust (Far East) Limited |
| |
|
Trustee |
| |
Zhiping Peng |
| |
|
| |
/s/ Zhiping
Peng |
| |
|
| |
Wen Gao |
| |
|
| |
/s/ Wen Gao |
| |
|
| |
Zhu Tan |
| |
|
| |
/s/ Zhu Tan |
| |
|
| |
Zhigang Du |
| |
|
| |
/s/ Zhigang
Du |
| |
|
| |
Zhongqi Kuang |
| |
|
| |
/s/ Zhongqi
Kuang |
| |
|
| |
Shubao Pei |
| |
|
| |
/s/ Shubao
Pei |
| |
|
| |
Xuesong Ren |
| |
|
| |
/s/ Xuesong
Ren |
| |
|
| |
Yimeng Shi |
| |
|
| |
/s/ Yimeng
Shi |
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