| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Xunlei Limited
(Name of Issuer)
Common shares
(Title of Class of Securities)
98419E 1081
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
1 This is the CUSIP number for the American depositary shares, each representing five common shares of the Issuer.
CUSIP No. 98419E 108 | 13G |
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1 | Name of Reporting Person | ||||
2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) | o | |||
| (b) | o | |||
3 | SEC Use Only | ||||
4 | Citizenship or Place of Organization | ||||
Number of | 5 | Sole Voting Power | |||
6 | Shared Voting Power | ||||
7 | Sole Dispositive Power | ||||
8 | Shared Dispositive Power | ||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||||
11 | Percent of Class Represented by Amount in Row 9 | ||||
12 | Type of Reporting Person | ||||
(1) | Represents 37,500,000 common shares held by King Venture Holdings Limited, which is wholly owned by Kingsoft Corporation Limited. |
(2) | Percentage calculated based on 328,693,840 common shares issued and outstanding as of December 31, 2014, as provided by the Issuer. |
CUSIP No. 98419E 108 | 13G |
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1 | Name of Reporting Person | ||||
2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) | o | |||
| (b) | o | |||
3 | SEC Use Only | ||||
4 | Citizenship or Place of Organization | ||||
Number of | 5 | Sole Voting Power | |||
6 | Shared Voting Power | ||||
7 | Sole Dispositive Power | ||||
8 | Shared Dispositive Power | ||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||||
11 | Percent of Class Represented by Amount in Row 9 | ||||
12 | Type of Reporting Person | ||||
(1) | Percentage calculated based on 328,693,840 common shares issued and outstanding as of December 31, 2014, as provided by the Issuer. |
CUSIP No. 98419E 108 | 13G |
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Item 1(a). |
| Name of Issuer: |
Item 1(b). |
| Address of Issuer’s Principal Executive Offices: 4/F, Hans Innovation Mansion North Ring Road, No. 9018 High-Tech Park Nanshan District, Shenzhen The People’s Republic of China |
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Item 2(a). |
| Name of Person Filing: King Venture Holdings Limited |
Item 2(b). |
| Address of Principal Business Office or, if none, Residence: Kingsoft Tower No.33 Xiaoying West Road Haidian District, Beijing 100085 The People’s Republic of China
King Venture Holdings Limited Kingsoft Tower No.33 Xiaoying West Road Haidian District, Beijing 100085 The People’s Republic of China |
Item 2(c) |
| Citizenship:
King Venture Holdings Limited — Cayman Islands |
Item 2(d). |
| Title of Class of Securities: |
Item 2(e). |
| CUSIP Number: |
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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 |
CUSIP No. 98419E 108 | 13G |
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Item 4. | Ownership: |
| The following information with respect to the ownership of the common shares of the Issuer by each of the reporting persons is provided as of December 31, 2014. The calculations are based on 328,693,840 common shares outstanding as of December 31, 2014, as provided by the Issuer: |
Reporting Person |
| Amount |
| Percent of |
| Sole power |
| Shared |
| Sole power to |
| Shared power |
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Kingsoft Corporation Limited |
| 37,500,000 |
| 11.4 | % | 0 |
| 37,500,000 |
| 0 |
| 37,500,000 |
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King Venture Holdings Limited |
| 37,500,000 |
| 11.4 | % | 0 |
| 37,500,000 |
| 0 |
| 37,500,000 |
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| King Venture Holdings Limited is the record owner of 37,500,000 common shares of the Issuer. King Venture Holdings Limited is wholly owned by Kingsoft Corporation Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Kingsoft Corporation Limited may be deemed to beneficially own all of the shares held by King Venture Holdings Limited. Kingsoft Corporation Limited is listed on the Hong Kong Stock Exchange (Stock code: 3888). |
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Item 5. | Ownership of Five Percent or Less of a Class: |
| Not applicable |
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Item 6. | Ownership of More than Five 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 Controlling 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 |
CUSIP No. 98419E 108 | 13G |
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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: February 13, 2015
Kingsoft Corporation Limited | By: | /s/ Yuk Keung Ng |
| Name: Yuk Keung Ng | |
| Title: Director | |
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King Venture Holdings Limited | By: | /s/ Hongjiang Zhang |
| Name: Hongjiang Zhang | |
| Title: Director |