Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Xunlei Ltd (Name of Issuer) |
Common Shares, par value $0.00025 per share (Title of Class of Securities) |
98419E108 (CUSIP Number) |
Itui International Inc. Units 1005-1013 & 1019, 10/F, Bldg 2, No.16 Courtyard, E Panxiaoyue River Rd Beijing, F4, 100089 86 10 53608286 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 98419E108 |
| 1 |
Name of reporting person
Itui International Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
133,018,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13 is calculated based on 314,277,001 total outstanding Common Shares as of December 31, 2025, to our best knowledge.
SCHEDULE 13D
|
| CUSIP No. | 98419E108 |
| 1 |
Name of reporting person
Itui Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
133,018,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13 is calculated based on 314,277,001 total outstanding Common Shares as of December 31, 2025, to our best knowledge.
SCHEDULE 13D
|
| CUSIP No. | 98419E108 |
| 1 |
Name of reporting person
Jinbo Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
133,018,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 13 is calculated based on 314,277,001 total outstanding Common Shares as of December 31, 2025, to our best knowledge.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.00025 per share | |
| (b) | Name of Issuer:
Xunlei Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
3709 Baishi Road, Nanshan District, Shenzhen,
CHINA
, 518000. | |
Item 1 Comment:
This Amendment No. 1 (this ''Amendment'') amends the statement on Schedule 13D filed by the Reporting Persons on April 24, 2020 (the "Schedule 13D"). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended by restating the last paragraph with below: The name, citizenship, occupation and principal business address of Related Persons as of the date of this Amendment No.1 are listed in Exhibit 99.7 hereto, which is incorporated herein by reference. | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 1 is hereby incorporated herein by reference. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 1 is hereby incorporated herein by reference. | |
| (f) | Item 2(f) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 1 is hereby incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on April 24, 2020 by the Reporting Persons with the Securities and Exchange Commission) Exhibit 99.7 Directors and Executive officers of the Reporting Persons | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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