Sec Form 13D Filing - Xiaomi Ventures Ltd filing for XUNLEI LTD SPONSORED ADR (XNET) - 2020-04-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Xunlei Limited

(Name of Issuer)

Common Shares, par value $0.00025 per share

(Title of Class of Securities)

98419E108**

(CUSIP Number)

Mr. JIANG Wen

Telephone: +86 13810367664

E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Xiaomi Campus,

No. 33 Xi Erqi Middle Rd

Haidian District, Beijing

People’s Republic of China

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 15, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

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This statement on Schedule 13D (this “Schedule 13D”) relates to common shares, par value $0.00025 per share (the “Common Shares”) of Xunlei Limited, a Cayman Islands company (the “Issuer”). The address of the principal executive offices of the Issuer is 20-23/F, Block B, Building No. 12, No.18 Shenzhen Bay ECO-Technology Park, Keji South Road, Yuehai Street, Nanshan District, Shenzhen, 518057, the People’s Republic of China (the “PRC”).

This Schedule 13D is being filed jointly by Xiaomi Corporation, a company incorporated in the Cayman Islands with limited liability and listed on Main Board of The Stock Exchange of Hong Kong Limited, and Xiaomi Ventures Limited, a wholly-owned subsidiary of Xiaomi Corporation organized under the laws of the British Virgin Islands (collectively, the “Reporting Persons”).

Principal business:

Xiaomi Corporation is an internet company with smartphones and smart hardware connected by an IoT platform as its core.

Xiaomi Ventures Limited’s principal business is investment holding and investment activities.

Address of principal office for each filing person:

Xiaomi Campus,

No. 33 Xi Erqi Middle Rd,

Haidian District,

Beijing

PRC

The information required by General Instruction C to Schedule 13D with respect to the directors and executive officers of (i) Xiaomi Ventures Limited and (ii) Xiaomi Corporation (collectively, the “Related Persons”) is listed on Schedule A hereto and, in each case, is incorporated herein by reference.

None of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the Related Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On April 2, 2020, Xiaomi Ventures Limited and certain other shareholders of the Issuer (each a “Xunlei Shareholder”) each entered into a Share Purchase Agreement (each a “SPA”) with Itui International Inc. (“Itui”) and its affiliates, pursuant to which each Xunlei Shareholder agreed to exchange the Common Shares that it held for certain Series D preferred shares of Itui (the “Itui Series D Preferred Shares”). Upon completion of the exchange of shares contemplated under the SPAs, Itui (i) acquired, in aggregate, 135,320,239 Common Shares of the Issuer (the “Subject Shares”) on April 15, 2020 and (ii) issued Itui Series D Preferred Shares to Xunlei Shareholders, 69.2% of which are owned by the Reporting Persons. Under the SPA between Xiaomi Ventures Limited and Itui, Xiaomi Ventures Limited, by virtue of holding a majority of Itui Series D Preferred Shares, is entitled to certain consent rights over Itui’s exercise of some of its rights in respect of the Subject Shares. See Item 4 for details.

The information set forth in Item 3 is incorporated by reference into this Item 4.

Xiaomi Ventures Limited entered into the transaction described in Item 3 with a view to making an equity investment in Itui, using its original interests in the Issuer as consideration. Following consummation of the said transaction, Xiaomi Ventures Limited became a series D preferred shareholder of Itui, which in turn holds the Subject Shares of the Issuer. Xiaomi Ventures Limited further sought protective measures by way of having certain consent rights over Itui’s exercise of some of its rights in respect of the Subject Shares as more particularly described below in order to facilitate the potential implementation of certain arrangements which may involve the future delivery of the Subject Shares as specified in the SPA and disclosed in this Item 4.

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Details of relevant provisions of the SPA are set forth below.

Itui shall not directly or indirectly carry out any of the following actions except with the prior affirmative vote or written consent of the holder(s) of more than fifty percent (50%) of the voting power of all outstanding Itui Series D Preferred Shares (voting together as a single class):

Each holder of Itui Series D Preferred Shares shall have the right, separately and independently, at any time after April 14, 2023, to request Itui to redeem any or all of its then held Itui Series D Preferred Shares, if a Qualified Public Offering (as defined in the SPA) is not consummated or achieved on or prior to April 14, 2023. Upon the exercise of such right by any holder of Itui Series D Preferred Shares, Itui, without seeking any approval or consent from any director or shareholder of Itui, shall redeem such Itui Series D Preferred Shares; provided that, Itui may, at it s sole discretion, elect to effect the foregoing special redemption requested by any holder of Itui Series D Preferred Shares by:

In the event Itui has sold, assigned, granted, licensed or otherwise transferred, through a single transaction or a series of transactions, business or assets of Itui (a) the value of which represents 50% or more of the valuation of Itui according to its latest equity financing or (b) the revenue attributable to which represents 50% or more of the revenue of Itui in the most recent full financial year (whichever is triggered earlier) to the Issuer, any holder of the Itui Series D Preferred Shares shall be entitled to request Itui to, and Itui shall, without seeking any approval or consent from any director or shareholder, distribute all Common Shares held by Itui to all shareholders of Itui in accordance with their respective shareholding percentage (on an as-converted basis and subject to dilution), subject to compliance with the applicable laws, provided that:

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Except as disclosed in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

(a) and (b) The information set forth in Items 2 and 3 and on the cover pages of this Schedule 13D is incorporated by reference into this Item 5.

Each Reporting Person shares its power to direct the vote over or the disposition of the Subject Shares with Itui, Itui Ltd. and Jinbo Li.

Itui is a company organized and existing under the laws of the Cayman Islands that principally engages in the business of developing mobile applications for social networking services. Itui Ltd. is principally an investment holding vehicle and a company organized and existing under the laws of British Virgin Islands. Itui Ltd. holds majority of the voting power of Itui and is wholly owned by Mr. Jinbo Li. The business address of each of Itui and Itui Ltd. is Taixing Building 407, 11 Huayuan East Road, Haidian District, Beijing 100191, the PRC.

Mr. Li is the chairman of the board of directors and chief executive officer of both the Issuer and Itui. Mr. Li is a PRC citizen. The business address of Mr. Li is 21-23/F, Block B, Building #12, 18 Shenzhen Bay ECO-Technology Park, Keji South Road, Yuehai Street, Nanshan District, Shenzhen, 518057, the PRC.

To the best knowledge of the Reporting Persons, during the last five years, none of Itui, Itui Ltd and Mr. Li has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c) Except as disclosed in this Schedule 13D, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the Related Persons, has effected any transaction in the Common Shares during the past 60 days.

(d) Except as otherwise described in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

(e) Not applicable.

6

To the best knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Common Shares.

The information set forth in Item 3 and Item 4 above is incorporated by reference into this Item 6.

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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: April 24, 2020

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Schedule A

Directors of Xiaomi Ventures Limited

The business address of each of the following directors is Xiaomi Campus, No. 33 Xi Erqi Middle Rd, Haidian District, Beijing, the PRC.

Xiaomi Ventures Limited does not have executive officer.

Directors and Executive Officers of Xiaomi Corporation

The business address of each of the following directors and/or executive officers is Xiaomi Campus, No. 33 Xi Erqi Middle Rd, Haidian District, Beijing, the PRC.

LIST OF EXHIBITS