Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)*
|
UCLOUDLINK GROUP INC. (Name of Issuer) |
Ordinary Shares, par value $0.00005 per share (CUSIP below applies to the ADSs of the Issuer) (Title of Class of Securities) |
90354D104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
MediaPlay Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,346,560.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
16.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.1% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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CUSIP No. | 90354D104 |
Brilliant Topaz Holding Limited
2Check the appropriate box if a member of a Group (see instructions)


VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:5 | Sole Voting Power
61,346,560.00 |
6 | Shared Voting Power
0.00 |
7 | Sole Dispositive Power
61,346,560.00 |
8 | Shared Dispositive Power
0.00 |
61,346,560.00
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

16.2 %
12Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.1% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Chen Family Evergreen Trust | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,346,560.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
16.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.1% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Chaohui Chen | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
77,484,280.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
20.4 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 61,346,560 Class B ordinary shares of the Issuer held by MediaPlay Limited, (ii) 1,890,920 Class A ordinary shares of the Issuer held by Mr. Chaohui Chen, (iii) 902,500 Class A ordinary shares issuable to Mr. Chaohui Chen upon exercise of options within 60 days after December 31, 2024, (iv) 71,560 Class A ordinary shares issuable to Mr. Chaohui Chen upon vesting of restricted share units within 60 days after December 31, 2024, (v) 348,094 ADSs, representing 3,480,940 Class A ordinary shares directly held by Mr. Chaohui Chen, and (vi) 9,791,800 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 (vi) of this paragraph.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 44.8% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
AlphaGo Robot Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,726,420.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
16.1 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 43.6% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Bright Topaz Holding Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,726,420.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
16.1 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 43.6% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Harmony Peng Trust | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,726,420.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
16.1 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 43.6% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Zhiping Peng | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
72,111,270.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
19.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 60,726,420 Class B ordinary shares of the Issuer held by AlphaGo Robot Limited, (ii) 1,699,520 Class A ordinary shares of the Issuer held by Mr. Zhiping Peng, (iii) 902,500 Class A ordinary shares issuable to Mr. Zhiping Peng upon exercise of options within 60 days after December 31, 2024, (iv) 66,060 Class A ordinary shares issuable to Mr. Zhiping Peng upon vesting of restricted share units within 60 days after December 31, 2024, (v) 378,527 ADSs, representing 3,785,270 Class A ordinary shares directly held by Mr. Zhiping Peng, and (vi) 4,931,500 Class A ordinary shares of the Issuer held by one of our beneficial owners, who have granted an irrevocable voting proxy for 4,931,500 Class A ordinary shares beneficially owned by such it to Mr. Zhiping Peng, and appointed Mr. Zhiping Peng as lawful attorney-in-fact.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.2% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Wen Gao | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,677,420.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
3.4 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 11,889,820 Class A ordinary shares held by Talent Wits Limited, a British Virgin Islands company, (ii) 765,600 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, 2024. 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.6% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Zhu Tan | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,393,560.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
2.5 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 9,261,200 Class A ordinary shares held by Mr. Zhu Tan, (ii) 117,110 Class A ordinary shares issuable to Mr. Zhu Tan upon exercise of options within 60 days after December 31, 2024, and (iii) 15,250 Class A ordinary shares issuable to Mr. Zhu Tan upon vesting of restricted share units within 60 days after December 31, 2024.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.5% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Zhigang Du | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,696,150.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to
Rows 5 to 9: Includes (i) 3,930,620 Class A ordinary shares held by Mr. Zhigang Du, (ii) 733,530 Class A ordinary shares issuable to Mr. Zhigang Du upon exercise of options within 60 days after December 31, 2024, and (iii) 32,000 Class A ordinary shares issuable to Mr. Zhigang Du upon vesting of restricted share units within 60 days after December 31, 2024.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Zhongqi Kuang | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,642,970.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 3,627,820 Class A ordinary shares held by Mr. Zhongqi Kuang, and (ii) 15,150 Class A ordinary shares issuable to Mr. Zhongqi Kuang upon vesting of restricted share units within 60 days after December 31, 2024.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
|
CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Shubao Pei | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,597,040.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 3,946,620 Class A ordinary shares held by Mr. Shubao Pei, (ii) 616,420 Class A ordinary shares issuable to Mr. Shubao Pei upon exercise of options within 60 days after December 31, 2024, and (iii) 34,000 Class A ordinary shares issuable to Mr. Shubao Pei upon vesting of restricted share units within 60 days after December 31, 2024.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Xuesong Ren | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,341,240.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.3% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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CUSIP No. | 90354D104 |
1 | Names of Reporting Persons
Yimeng Shi | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,447,070.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 1,798,260 Class A ordinary shares held by Mr. Yimeng Shi, (ii) 2,595,000 Class A ordinary shares issuable to Mr. Yimeng Shi upon exercise of options within 60 days after December 31, 2024, and (iii) 53,810 Class A ordinary shares issuable to Mr. Yimeng Shi upon vesting of restricted share units within 60 days after December 31, 2024.Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2024. 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.
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
UCLOUDLINK GROUP INC. | |
(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 LimitedBrilliant Topaz Holding LimitedChen Family Evergreen TrustChaohui ChenAlphaGo Robot LimitedBright Topaz Holding LimitedHarmony Peng TrustZhiping PengWen GaoZhu TanZhigang DuZhongqi KuangShubao PeiXuesong RenYimeng Shi(collectively, the "Reporting Persons") | |
(b) | Address or principal business office or, if none, residence:
MediaPlay LimitedLuna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin IslandsBrilliant Topaz Holding LimitedLuna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin IslandsChen Family Evergreen TrustCantrust (Far East) Limited as trusteeLuna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin IslandsChaohui ChenUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongAlphaGo Robot LimitedLuna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin IslandsBright Topaz Holding LimitedLuna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin IslandsHarmony Peng TrustCantrust (Far East) Limited as trusteeLuna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin IslandsZhiping PengUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongWen GaoUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongZhu TanUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongZhigang DuUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongZhongqi KuangUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongShubao PeiUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong KongXuesong Ren14 Brackendale way, Reading, UK. RG6 1DZYimeng ShiUnit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong | |
(c) | Citizenship:
MediaPlay Limited - British Virgin IslandsBrilliant Topaz Holding Limited - British Virgin IslandsChen Family Evergreen Trust - GuernseyChaohui Chen - People's Republic of ChinaAlphaGo Robot Limited - British Virgin IslandsBright Topaz Holding Limited - British Virgin IslandsHarmony Peng Trust - GuernseyZhiping Peng - People's Republic of ChinaWen Gao - People's Republic of ChinaZhu Tan - People's Republic of ChinaZhigang Du - People's Republic of ChinaZhongqi Kuang - People's Republic of ChinaShubao Pei - People's Republic of ChinaXuesong Ren - People's Republic of ChinaYimeng Shi - People's Republic of China | |
(d) | Title of class of securities:
Ordinary Shares, par value $0.00005 per share (CUSIP below applies to the ADSs of the Issuer) | |
(e) | CUSIP No.:
90354D104 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
MediaPlay Limited* -- 61,346,560Brilliant Topaz Holding Limited* -- 61,346,560Chen Family Evergreen Trust* -- 61,346,560Chaohui Chen* -- 77,484,280AlphaGo Robot Limited* -- 60,726,420Bright Topaz Holding Limited* -- 60,726,420Harmony Peng Trust* -- 60,726,420Zhiping Peng* -- 72,111,270Wen Gao* -- 12,677,420Zhu Tan* -- 9,393,560Zhigang Du* -- 4,696,150Zhongqi Kuang* -- 3,642,970Shubao Pei* -- 4,597,040Xuesong Ren* -- 6,341,240Yimeng Shi* -- 4,447,070The Note to Rows 5 to 9 in each of the Reporting Persons' respective cover page which relates to the beneficial ownership of the securities of the Issuer as of December 31, 2024 are incorporated herein by reference.* 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. | |
(b) | Percent of class:
MediaPlay Limited -- 16.2%, representing 44.1% of the total outstanding voting powerBrilliant Topaz Holding Limited -- 16.2%, representing 44.1% of the total outstanding voting powerChen Family Evergreen Trust -- 16.2%, representing 44.1% of the total outstanding voting powerChaohui Chen -- 20.4%, representing 44.8% of the total outstanding voting powerAlphaGo Robot Limited -- 16.1%, representing 43.6% of the total outstanding voting powerBright Topaz Holding Limited -- 16.1%, representing 43.6% of the total outstanding voting powerHarmony Peng Trust -- 16.1%, representing 43.6% of the total outstanding voting powerZhiping Peng -- 19.0%, representing 44.2% of the total outstanding voting powerWen Gao -- 3.4%, representing 0.6% of the total outstanding voting powerZhu Tan -- 2.5%, representing 0.5% of the total outstanding voting powerZhigang Du -- 1.2%, representing 0.2% of the total outstanding voting powerZhongqi Kuang -- 1.0%, representing 0.2% of the total outstanding voting powerShubao Pei -- 1.2%, representing 0.2% of the total outstanding voting powerXuesong Ren -- 1.7%, representing 0.3% of the total outstanding voting powerYimeng Shi -- 1.2%, representing 0.2% of t
he total outstanding voting powerThe Note to Row 11 in each of the Reporting Persons' respective cover page which relates to the percentage of class of securities beneficially owned by each Reporting Person as of December 31, 2024 are incorporated herein by reference.The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 377,971,590 outstanding ordinary shares (being the sum of 255,898,610 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2024, 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.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, 2024. 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. %
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(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
MediaPlay Limited -- 61,346,560Brilliant Topaz Holding Limited -- 61,346,560Chen Family Evergreen Trust -- 61,346,560Chaohui Chen -- 77,484,280AlphaGo Robot Limited -- 60,726,420Bright Topaz Holding Limited -- 60,726,420Harmony Peng Trust -- 60,726,420Zhiping Peng -- 72,111,270Wen Gao -- 12,677,420Zhu Tan -- 9,393,560Zhigang Du -- 4,696,150Zhongqi Kuang -- 3,642,970Shubao Pei -- 4,597,040Xuesong Ren -- 6,341,240Yimeng Shi -- 4,447,070The Note to Rows 5 to 9 in each of the Reporting Persons' respective cover page which relates to the beneficial ownership of the securities of the Issuer as of December 31, 2024 are incorporated herein by reference. | ||
(ii) Shared power to vote or to direct the vote:
MediaPlay Limited -- 0Brilliant Topaz Holding Limited -- 0Chen Family Evergreen Trust -- 0Chaohui Chen -- 0AlphaGo Robot Limited -- 0Bright Topaz Holding Limited -- 0Harmony Peng Trust -- 0Zhiping Peng -- 0Wen Gao -- 0Zhu Tan -- 0Zhigang Du -- 0Zhongqi Kuang -- 0Shubao Pei -- 0Xuesong Ren -- 0Yimeng Shi -- 0 | ||
(iii) Sole power to dispose or to direct the disposition of:
MediaPlay Limited -- 61,346,560Brilliant Topaz Holding Limited -- 61,346,560Chen Family Evergreen Trust -- 61,346,560Chaohui Chen -- 67,692,480AlphaGo Robot Limited -- 60,726,420Bright Topaz Holding Limited -- 60,726,420Harmony Peng Trust -- 60,726,420Zhiping Peng -- 67,179,770Wen Gao -- 12,677,420Zhu Tan -- 9,393,560Zhigang Du -- 4,696,150Zhongqi Kuang -- 3,642,970Shubao Pei -- 4,597,040Xuesong Ren -- 6,341,240Yimeng Shi -- 4,447,070The Note to Rows 5 to 9 in each of the Reporting Persons' respective cover page which relates to the beneficial ownership of the securities of the Issuer as of December 31, 2024 are incorporated herein by reference. | ||
(iv) Shared power to dispose or to direct the disposition of:
MediaPlay Limited -- 0Brilliant Topaz Holding Limited -- 0Chen Family Evergreen Trust -- 0Chaohui Chen -- 0AlphaGo Robot Limited -- 0Bright Topaz Holding Limited -- 0Harmony Peng Trust -- 0Zhiping Peng -- 0Wen Gao -- 0Zhu Tan -- 0Zhigang Du -- 0Zhongqi Kuang -- 0Shubao Pei -- 0Xuesong Ren -- 0Yimeng Shi -- 0 | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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Exhibit 99.1 -- Joint Filing Agreement |