UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
UCLOUDLINK GROUP INC.
(Name of Issuer)
Ordinary Shares, par value of $0.00005 per share
(Title of Class of Securities)
90354D 104 **
(CUSIP Number)
December 31, 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 the disclosures provided in a prior cover page. |
| ** | CUSIP number 90354D 104 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Stock Market under the symbol “UCL.” Each ADS represents ten Class A ordinary shares of the issuer. CUSIP number G9430A 101 has been assigned to the Class A ordinary shares of the Issuer. |
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. |
2
| 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. |
3
| 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. |
4
| 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. |
5
| 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. |
6
| 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. |
7
| 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. |
8
| 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. |
9
| 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. |
10
| 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. |
11
| 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. |
12
| 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. |
13
| 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. |
14
| 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. |
15
| 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. |
16
| 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
17
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
| Item 2(c) | Citizenship: |
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.
| Item 2(e). | CUSIP Number: |
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
18
| Item 4. | Ownership: |
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. |
19
| (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. |
20
| (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 |
21
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement |
22
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 | |
| For and on behalf of Rustem Limited | ||
| Director |
23
| Harmony Peng 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 | ||
| Zhiping Peng | |
| /s/ Zhiping Peng | |
| Wen Gao | |
| /s/ Wen Gao | |
| Zhu Tan | |
| /s/ Zhu Tan | |
| Zhigang Du | |
| /s/ Zhigang Du | |
| Zhongqi Kuang | |
| /s/ Zhongqi Kuang | |
| Shubao Pei | |
| /s/ Shubao Pei | |
| Xuesong Ren | |
| /s/ Xuesong Ren | |
| Yimeng Shi | |
| /s/ Yimeng Shi |
24
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.
| 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 |
25
| Bright 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 |
| Harmony Peng 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 |
| Zhiping Peng | |
| /s/ Zhiping Peng | |
| Wen Gao | |
| /s/ Wen Gao | |
| Zhu Tan | |
| /s/ Zhu Tan | |
| Zhigang Du | |
| /s/ Zhigang Du | |
| Zhongqi Kuang | |
| /s/ Zhongqi Kuang | |
| Shubao Pei | |
| /s/ Shubao Pei | |
| Xuesong Ren | |
| /s/ Xuesong Ren | |
| Yimeng Shi | |
| /s/ Yimeng Shi |
26