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 |
|
|
16.6%.
*The voting power of the shares beneficially owned represent 44.3% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
|
16.6%.
*The voting power of the shares beneficially owned represent 44.3% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
|
16.6%.
*The voting power of the shares beneficially owned represent 44.3% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
73,390,430 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
64,785,000 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
73,390,430 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
19.9%.
*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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
|
16.5%.
*The voting power of the shares beneficially owned represent 43.8% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
|
16.5%.
*The voting power of the shares beneficially owned represent 43.8% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
|
16.5%.
*The voting power of the shares beneficially owned represent 43.8% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
68,552,920 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
61,560,420 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
68,552,920 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
18.6%.
*The voting power of the shares beneficially owned represent 44.2% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
12,043,820 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
12,043,820 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
12,043,820 |
|
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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
8,893,750 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
8,893,750 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
8,893,750 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
2.4%.
*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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
4,078,840 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
4,078,840 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
4,078,840 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
1.1%.
*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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
3,333,810 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
3,333,810 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
3,333,810 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
0.9%.
*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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
4,025,040 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
4,025,040 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
4,025,040 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
1.1%.
*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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A ordinary shares
and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2022, 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, 2022. 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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 |
|
|
United
Kingdom |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power |
|
2,566,090 |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
|
2,566,090 |
8 |
Shared
Dispositive Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
2,566,090 |
|
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
☐ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
0.7%.
*The voting power of the shares beneficially owned represent 0.1% 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 368,759,100 outstanding ordinary shares (being the sum of 246,686,120 Class A
ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single
class as of December 31, 2022, 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, 2022. 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
Ritter
House, Wickhams Cay II, Road Town, Tortola, British Virgin Islands
Brilliant
Topaz Holding Limited
Ritter
House, Wickhams Cay II, Road Town, Tortola, British Virgin Islands
Chen
Family Evergreen Trust
Cantrust
(Far East) Limited as trustee
Ritter
House, Wickhams Cay II, Road Town, Tortola, 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
Ritter
House, Wickhams Cay II, Road Town, Tortola, British Virgin Islands
Bright
Topaz Holding Limited
Ritter
House, Wickhams Cay II, Road Town, Tortola, British Virgin Islands
Harmony
Peng Trust
Cantrust
(Far East) Limited as trustee
Ritter
House, Wickhams Cay II, Road Town, Tortola, 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 – United Kingdom
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, 2022:
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) | |
| 16.6 | % | |
| 61,346,560 | (2) | |
0 | |
| 61,346,560 | (2) | |
0 |
Brilliant
Topaz Holding Limited | |
| 61,346,560 | (2) | |
| 16.6 | % | |
| 61,346,560 | (2) | |
0 | |
| 61,346,560 | (2) | |
0 |
Chen
Family Evergreen Trust | |
| 61,346,560 | (2) | |
| 16.6 | % | |
| 61,346,560 | (2) | |
0 | |
| 61,346,560 | (2) | |
0 |
Chaohui
Chen | |
| 73,390,430 | (3) | |
| 19.9 | % | |
| 73,390,430 | (3) | |
0 | |
| 64,785,000 | (3) | |
0 |
AlphaGo
Robot Limited | |
| 60,726,420 | (4) | |
| 16.5 | % | |
| 60,726,420 | (4) | |
0 | |
| 60,726,420 | (4) | |
0 |
Bright
Topaz Holding Limited | |
| 60,726,420 | (4) | |
| 16.5 | % | |
| 60,726,420 | (4) | |
0 | |
| 60,726,420 | (4) | |
0 |
Harmony
Peng Trust | |
| 60,726,420 | (4) | |
| 16.5 | % | |
| 60,726,420 | (4) | |
0 | |
| 60,726,420 | (4) | |
0 |
Zhiping
Peng | |
| 68,552,920 | (5) | |
| 18.6 | % | |
| 68,552,920 | (5) | |
0 | |
| 61,560,420 | (5) | |
0 |
Wen
Gao | |
| 12,043,820 | (6) | |
| 3.3 | % | |
| 12,043,820 | (6) | |
0 | |
| 12,043,820 | (6) | |
0 |
Zhu
Tan | |
| 8,893,750 | (7) | |
| 2.4 | % | |
| 8,893,750 | (7) | |
0 | |
| 8,893,750 | (7) | |
0 |
Zhigang
Du | |
| 4,078,840 | (8) | |
| 1.1 | % | |
| 4,078,840 | (8) | |
0 | |
| 4,078,840 | (8) | |
0 |
Zhongqi
Kuang | |
| 3,333,810 | (9) | |
| 0.9 | % | |
| 3,333,810 | (9) | |
0 | |
| 3,333,810 | (9) | |
0 |
Shubao
Pei | |
| 4,025,040 | (10) | |
| 1.1 | % | |
| 4,025,040 | (10) | |
0 | |
| 4,025,040 | (10) | |
0 |
Xuesong
Ren | |
| 6,341,240 | (11) | |
| 1.7 | % | |
| 6,341,240 | (11) | |
0 | |
| 6,341,240 | (11) | |
0 |
Yimeng
Shi | |
| 2,566,090 | (12) | |
| 0.7 | % | |
| 2,566,090 | (12) | |
0 | |
| 2,566,090 | (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, 2022 is based on a total of 368,759,100 outstanding ordinary shares (being
the sum of 246,686,120 Class A ordinary shares and 122,072,980 Class B ordinary shares) of
the Issuer outstanding as a single class as of December 31, 2022, 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) 250,000
Class A ordinary shares of the Issuer held by Mr. Chaohui Chen, (iii) 522,500 Class A ordinary
shares issuable to Mr. Chaohui Chen upon exercise of options within 60 days after December
31, 2022, (iv) 100,000 Class A ordinary shares issuable to Mr. Chaohui Chen upon vesting
of restricted share units within 60 days after December 31, 2022, (v) 256,594 ADSs, representing
2,565,940 Class A ordinary shares directly held by Mr. Chaohui Chen, (vi) 8,605,430 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)
222,500 Class A ordinary shares of the Issuer held by Mr. Zhiping Peng, (iii) 522,500 Class
A ordinary shares issuable to Mr. Zhiping Peng upon exercise of options within 60 days after
December 31, 2022, (iv) 89,000 Class A ordinary shares issuable to Mr. Zhiping Peng upon
vesting of restricted share units within 60 days after December 31, 2022, 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) 110,000 Class A ordinary shares held by Mr. Wen Gao, and (iii) 44,000 Class
A ordinary shares issuable to Mr. Wen Gao upon vesting of restricted share units within 60
days after December 31, 2022. 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) 76,250 Class A ordinary shares held by Mr. Zhu Tan, (iii) 67,800 Class A ordinary
shares issuable to Mr. Zhu Tan upon exercise of options within 60 days after December 31,
2022, and (iv) 30,500 Class A ordinary shares issuable to Mr. Zhu Tan upon vesting of restricted
share units within 60 days after December 31, 2022. 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) 160,000 Class A ordinary shares held by Mr. Zhigang Du, (iii) 684,220
Class A ordinary shares issuable to Mr. Zhigang Du upon exercise of options within 60 days
after December 31, 2022, and (iv) 64,000 Class A ordinary shares issuable to Mr. Zhigang
Du upon vesting of restricted share units within 60 days after December 31, 2022. 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) 75,750 Class A ordinary shares held by Mr. Zhongqi Kuang, (iii) 30,300 Class
A ordinary shares issuable to Mr. Zhongqi Kuang upon vesting of restricted share units within
60 days after December 31, 2022, and (iv) 5,714 ADSs, representing 57,140 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) 170,000 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, 2022, and (iv) 68,000 Class A ordinary shares issuable to Mr. Shubao Pei upon
vesting of restricted share units within 60 days after December 31, 2022. 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) 161,250 Class A ordinary shares held by Mr. Yimeng Shi, (iii) 1,755,000 Class
A ordinary shares issuable to Mr. Yimeng Shi upon exercise of options within 60 days after
December 31, 2022, and (iv) 64,500 Class A ordinary shares issuable to Mr. Yimeng Shi upon
vesting of restricted share units within 60 days after December 31, 2022. 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 14, 2023
|
MediaPlay Limited |
|
|
|
|
By: |
/s/ Chaohui
Chen |
|
Name: |
Chaohui Chen |
|
Title: |
Director |
|
Brilliant Topaz Holding Limited |
|
|
|
|
By: |
/s/ Shanica Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
|
Title: |
Authorized Signatories |
|
|
For and on behalf of Rustem Limited |
|
|
Director |
|
Chen Family Evergreen Trust |
|
|
|
|
By: |
/s/ Shanica
Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher 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/
Shanica Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
|
Title: |
Authorized Signatories |
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For and on behalf of Rustem Limited |
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Director |
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Harmony Peng Trust |
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By : |
/s/ Shanica
Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
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Title: |
Authorized Signatories |
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For and on behalf of |
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Cantrust (Far East) Limited |
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Trustee |
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Zhiping Peng |
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/s/ Zhiping
Peng |
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Wen Gao |
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/s/ Wen Gao |
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Zhu Tan |
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/s/ Zhu Tan |
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Zhigang Du |
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/s/ Zhigang
Du |
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Zhongqi Kuang |
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/s/ Zhongqi
Kuang |
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Shubao Pei |
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/s/ Shubao
Pei |
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|
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Xuesong Ren |
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/s/ Xuesong
Ren |
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Yimeng Shi |
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|
|
/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 14, 2023.
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By: |
/s/
Chaohui Chen |
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Name: |
Chaohui Chen |
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Title: |
Director |
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Brilliant Topaz Holding Limited |
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By: |
/s/ Shanica Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
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Title: |
Authorized Signatories |
|
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For and on behalf of Rustem Limited |
|
|
Director |
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Chen Family Evergreen Trust |
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By: |
/s/
Shanica Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
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Title: |
Authorized Signatories |
|
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For and on behalf of |
|
|
Cantrust (Far East) Limited |
|
|
Trustee |
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By: |
/s/
Zhiping Peng |
|
Name: |
Zhiping Peng |
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Title: |
Director |
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Bright Topaz Holding Limited |
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By: |
/s/ Shanica Maduro-Christopher and Joanne Turnbull |
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Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
|
Title: |
Authorized Signatories |
|
|
For and on behalf of Rustem Limited |
|
|
Director |
|
By: |
/s/
Shanica Maduro-Christopher and Joanne Turnbull |
|
Name: |
Shanica Maduro-Christopher and Joanne Turnbull |
|
Title: |
Authorized Signatories |
|
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For and on behalf of |
|
|
Cantrust (Far East) Limited |
|
|
Trustee |
|
Zhiping Peng |
|
|
|
/s/ Zhiping
Peng |
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|
|
Wen Gao |
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|
/s/ Wen Gao |
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|
|
Zhu Tan |
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|
|
/s/ Zhu Tan |
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|
|
Zhigang Du |
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|
|
/s/ Zhigang
Du |
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Zhongqi Kuang |
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/s/ Zhongqi
Kuang |
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|
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Shubao Pei |
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|
|
/s/ Shubao
Pei |
|
|
|
Xuesong Ren |
|
|
|
/s/ Xuesong
Ren |
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|
|
Yimeng Shi |
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|
|
/s/ Yimeng
Shi |
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