UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No )*
| UCLOUDLINK GROUP INC. |
| (Name of Issuer) |
| Class A ordinary shares, par value US$0.00005 per share |
| (Title of Class of Securities) |
| 90354D104 ** |
| (CUSIP Number) |
| October 10, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ 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.
** There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 90354D104 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on Nasdaq Global Market under the symbol “UCL.” Each ADS represents ten Class A ordinary shares, par value US$0.00005 per share.
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).
CUSIP No. 90354D104
|
1. | Names of Reporting Persons
Hui Li |
| 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
None |
| 6. | Shared Voting Power
17,495,890 Class A ordinary shares(1) | |
| 7. | Sole Dispositive Power
None | |
| 8. | Shared Dispositive Power
17,495,890 Class A ordinary shares(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
17,495,890 Class A ordinary shares |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
10.43% (2) |
| 12. | Type of Reporting Person
IN |
| (1) | Hui Li may be deemed to have beneficial ownership over 17,495,890 Class A ordinary shares held of record in the form of 1,749,589 ADSs, of which his wife, Junmei Yin holds 291,887 ADSs, and Hui Li holds 1,457,702 ADSs. |
| (2) | Calculated based on 167,674,670 Class A ordinary shares of the Issuer outstanding as of June 30, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 30, 2022 for the quarterly period ended June 30, 2022. |
| 2 |
CUSIP No. 90354D104
|
1. | Names of Reporting Persons
Junmei Yin |
| 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
None |
| 6. | Shared Voting Power
17,495,890 Class A ordinary shares(1) | |
| 7. | Sole Dispositive Power
None | |
| 8. | Shared Dispositive Power
17,495,890 Class A ordinary shares(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
17,495,890 Class A ordinary shares |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
10.43% (2) |
| 12. | Type of Reporting Person
IN |
| (1) | Junmei Yin may be deemed to have beneficial ownership over 17,495,890 Class A ordinary shares held of record in the form of 1,749,589 ADSs, of which she holds 291,887 ADSs, and her husband Hui Li holds 1,457,702 ADSs. |
| (2) | Calculated based on 167,674,670 Class A ordinary shares of the Issuer outstanding as of June 30, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 30, 2022 for the quarterly period ended June 30, 2022. |
| 3 |
| Item 1(a). | Name of Issuer: | |
uCloudlink Group Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong
| Item 2(a). | Name of Person Filing: | |
This Schedule 13G is being filed by the following reporting persons ( “Reporting Persons”):
Hui Li
Junmei Yin
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
12L Building A Caifu Square, No. 7002 Shennan Road, Shenzhen, Guangdong, China 518038
| Item 2(c). | Citizenship:
People’s Republic of China | |
| Item 2(d). | Title of Class of Securities: | |
Class A ordinary shares, par value US$0.00005 per share.
| Item 2(e). | CUSIP Number: | |
CUSIP number 90354D104 has been assigned to the ADSs of the Issuer, each ADS representing ten Class A ordinary shares, par value US$0.00005 per share.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c): | |
Not applicable.
| Item 4. | Ownership. | |
(a) The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b) The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c) The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class. | |
Not applicable.
| 4 |
| 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. | |
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. | |
Exhibit A Joint Filing Agreement.
| 5 |
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: October 18, 2022
|
| /s/ Hui Li |
|
|
| Hui LI |
|
|
| /s/ Junmei Yin |
|
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| Junmei Yin |
|
[Signature page to Schedule 13G]
| 6 |
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G and Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Hui Li, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.
Dated: October 19, 2022
|
| /s/ Hui Li |
|
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| Hui LI |
|
|
| /s/ Junmei Yin |
|
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| Junmei Yin |
|
| 7 |