ucl-sc13g.htm

SC 13G 1 ucl-sc13g.htm SC 13G ucl-sc13g.htm

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. )*

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, 2020

(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
		21.7%. *The voting power of the shares beneficially owned represent 46.2% 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 282,128,620 outstanding ordinary shares (being the sum of 160,055,640 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2020, 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, 2020. 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.

607040.01D-HKGSR01A - MSW

	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
		21.7 %. *The voting power of the shares beneficially owned represent 46.2 % of the total outstanding voting power.
	12	Type of Reporting Person CO

____________

607040.01D-HKGSR01A - MSW

	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
		21.7 %. *The voting power of the shares beneficially owned represent 46.2 % of the total outstanding voting power.
	12	Type of Reporting Person OO

____________

607040.01D-HKGSR01A - MSW

	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
					64,981,670
			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
		64,981,670
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
		☐
	11	Percent of Class Represented by Amount in Row 9
		23.0%*The voting power of the shares beneficially owned represent 46.4% of the total outstanding voting power.
	12	Type of Reporting Person IN

____________

607040.01D-HKGSR01A - MSW

	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
		21.5%. *The voting power of the shares beneficially owned represent 45.7% of the total outstanding voting power.
	12	Type of Reporting Person CO

____________

607040.01D-HKGSR01A - MSW

	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
		21.5%. *The voting power of the shares beneficially owned represent 45.7% of the total outstanding voting power.
	12	Type of Reporting Person CO

____________

607040.01D-HKGSR01A - MSW

	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
		21.5%. *The voting power of the shares beneficially owned represent 45.7% of the total outstanding voting power.
	12	Type of Reporting Person OO

____________

607040.01D-HKGSR01A - MSW

	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
					67,767,920
			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
		67,767,920
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
		☐
	11	Percent of Class Represented by Amount in Row 9
		24.0%. *The voting power of the shares beneficially owned represent 46.1% of the total outstanding voting power.
	12	Type of Reporting Person IN

____________

607040.01D-HKGSR01A - MSW

	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
					11,889,820
			6		Shared Voting Power
					0
			7		Sole Dispositive Power
					11,889,820
			8		Shared Dispositive Power
					0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person
		11,889,820
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
		☐
	11	Percent of Class Represented by Amount in Row 9
		4.2%. *The voting power of the shares beneficially owned represent 0.6% of the total outstanding voting power.
	12	Type of Reporting Person IN

____________

607040.01D-HKGSR01A - MSW

	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
					8,719,200
			6		Shared Voting Power
					0
			7		Sole Dispositive Power
					8,719,200
			8		Shared Dispositive Power
					0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person
		8,719,200
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
		☐
	11	Percent of Class Represented by Amount in Row 9
		3.1%. *The voting power of the shares beneficially owned represent 0.4% of the total outstanding voting power.
	12	Type of Reporting Person IN

____________

607040.01D-HKGSR01A - MSW

	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
					3,170,620
			6		Shared Voting Power
					0
			7		Sole Dispositive Power
					3,170,620
			8		Shared Dispositive Power
					0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person
		3,170,620
	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

____________

607040.01D-HKGSR01A - MSW

	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
					3,170,620
			6		Shared Voting Power
					0
			7		Sole Dispositive Power
					3,170,620
			8		Shared Dispositive Power
					0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person
		3,170,620
	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

____________

607040.01D-HKGSR01A - MSW

	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
					3,170,620
			6		Shared Voting Power
					0
			7		Sole Dispositive Power
					3,170,620
			8		Shared Dispositive Power
					0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person
		3,170,620
	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

____________

607040.01D-HKGSR01A - MSW

	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
		2.2%. *The voting power of the shares beneficially owned represent 0.3% of the total outstanding voting power.
	12	Type of Reporting Person IN

____________

607040.01D-HKGSR01A - MSW

	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
					585,340
			6		Shared Voting Power
					0
			7		Sole Dispositive Power
					585,340
			8		Shared Dispositive Power
					0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person
		585,340
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
		☐
	11	Percent of Class Represented by Amount in Row 9
		0.2%. *The voting power of the shares beneficially owned represent 0.0% of the total outstanding voting power.
	12	Type of Reporting Person IN

____________

607040.01D-HKGSR01A - MSW

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:

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”)

607040.01D-HKGSR01A - MSW

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 Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, 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 Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Wen Gao Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Zhu Tan Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong
	Zhigang Du Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Zhongqi Kuang Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Shubao Pei Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Xuesong Ren 14 Brackendale way, Reading, UK. RG6 1DZ Yimeng Shi Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, 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

607040.01D-HKGSR01A - MSW

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, 2020:

Reporting Person *	Amount beneficially owned:	Percent of class⁽¹⁾:	Sole power to vote or direct the vote: 含委托	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⁾	21.7%	61,346,560⁽²⁾	0	61,346,560⁽²⁾	0
Brilliant Topaz Holding Limited	61,346,560⁽²⁾	21.7%	61,346,560⁽²⁾	0	61,346,560⁽²⁾	0
Chen Family Evergreen Trust	61,346,560⁽²⁾	21.7%	61,346,560⁽²⁾	0	61,346,560⁽²⁾	0
Chaohui Chen	64,981,670⁽³⁾	23.0%	64,981,670⁽³⁾	0	61,346,560⁽²⁾	0
AlphaGo Robot Limited	60,726,420⁽⁴⁾	21.5%	60,726,420⁽⁴⁾	0	60,726,420⁽⁴⁾	0
Bright Topaz Holding Limited	60,726,420⁽⁴⁾	21.5%	60,726,420⁽⁴⁾	0	60,726,420⁽⁴⁾	0
Harmony Peng Trust	60,726,420⁽⁴⁾	21.5%	60,726,420⁽⁴⁾	0	60,726,420⁽⁴⁾	0
Zhiping Peng	67,757,920⁽⁵⁾	24.0%	67,757,920⁽⁵⁾	0	60,726,420⁽⁴⁾	0
Wen Gao	11,889,820⁽⁶⁾	4.2%	11,889,820⁽⁶⁾	0	11,889,820⁽⁶⁾	0
Zhu Tan	8,719,200⁽⁷⁾	3.1%	8,719,200⁽⁷⁾	0	8,719,200⁽⁷⁾	0
Zhigang Du	3,170,620⁽⁸⁾	1.1%	3,170,620⁽⁸⁾	0	3,170,620⁽⁸⁾	0
Zhongqi Kuang	3,170,620⁽⁹⁾	1.1%	3,170,620⁽⁹⁾	0	3,170,620⁽⁹⁾	0
Shubao Pei	3,170,620⁽¹⁰⁾	1.1%	3,170,620⁽¹⁰⁾	0	3,170,620⁽¹⁰⁾	0
Xuesong Ren	6,341,240⁽¹¹⁾	2.2%	6,341,240⁽¹¹⁾	0	6,341,240⁽¹¹⁾	0
Yimeng Shi	585,340⁽¹²⁾	0.2%	585,340⁽¹²⁾	0	585,340⁽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, 2020 is based on a total of 282,128,620 outstanding ordinary shares (being the sum of 160,055,640 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2020, 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.

607040.01D-HKGSR01A - MSW

(3)

Includes (i) 61,346,560 Class B ordinary shares of the Issuer held by MediaPlay Limited, (ii) 3,479,560 Class A ordinary shares 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, and (iii) 155,550 Class A ordinary shares, in the form of ADS, which are either issued to employees pursuant to awards under our share incentive plans or issuable to our employees pursuant to awards under our share incentive plans. Our employees who hold share incentive awards under our share incentive plans, except those mentioned in item (ii) of this paragraph, have granted an irrevocable voting proxy for the shares issuable to them pursuant to the awards to Mr. Chaohui Chen.

(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, and (ii) 7,031,500 Class A ordinary shares of the Issuer held by two of our beneficial owners, who have granted an irrevocable voting proxy for 7,031,500 Class A ordinary shares beneficially owned by them to Mr. Zhiping Peng, and appointed Mr. Zhiping Peng as lawful attorney-in-fact.

(6)	Includes 11,889,820 Class A ordinary shares held by Talent Wits Limited, a British Virgin Islands company. 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 8,719,200 Class A ordinary shares held by Chicken Chic Limited, a British Virgin Islands company. 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 3,170,620 Class A ordinary shares held by Elite Magic Cosmos Limited, a British Virgin Islands company. 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 3,170,620 Class A ordinary shares held by Fairy Mind Limited, a British Virgin Islands company. 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 3,170,620 Class A ordinary shares held by Fair Technology Limited, a British Virgin Islands company. 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.

(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.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.

607040.01D-HKGSR01A - MSW

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

607040.01D-HKGSR01A - MSW

LIST OF EXHIBITS


Exhibit No.	Description
A	Joint Filing Agreement

607040.01D-HKGSR01A - MSW

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 9, 2021

MediaPlay Limited

By:	/s/ Chaohui Chen
Name:	Chaohui Chen
Title:	Director

Brilliant Topaz Holding Limited

By:	/s/ Shanica Maduro-Christopher/Susan Palmer
Name:	Shanica Maduro-Christopher/Susan Palmer
Title:	Authorized Signatories
For and on behalf of Rustem Limited
Director

Chen Family Evergreen Trust

By:	/s/ Shanica Maduro-Christopher/Susan Palmer
Name:	Shanica Maduro-Christopher/Susan Palmer
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

607040.01D-HKGSR01A - MSW

Bright Topaz Holding Limited

By:	/s/ Shanica Maduro-Christopher/Susan Palmer
Name:	Shanica Maduro-Christopher/Susan Palmer
Title:	Authorized Signatories
For and on behalf of Rustem Limited
Director

Harmony Peng Trust

By:	/s/ Shanica Maduro-Christopher/Susan Palmer
Name:	Shanica Maduro-Christopher/Susan Palmer
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

607040.01D-HKGSR01A - MSW

SEC Form SC 13G filed