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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)*
|
uCloudlink Group Inc. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
90354D104 (CUSIP Number) |
12/31/2024 (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)
|
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
AI Global Investment SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,208,440.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.65 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G Amendment. Calculations are based on 246,686,120 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 29, 2023.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Haitong International Asset Management (HK) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,208,440.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.65 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G Amendment. Calculations are based on 246,686,120 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 29, 2023.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Shengzu Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,208,440.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.65 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G Amendment. Calculations are based on 246,686,120 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 29, 2023.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
uCloudlink Group Inc. | |
| (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, 00000000 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G (Amendment No. 4) is being filed by AI Global Investment SPC (acting on behalf of and for the account of AI Investment Fund S.P.), Haitong International Asset Management (HK) Limited and Shengzu Wang, who are collectively referred to as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2023, a copy of which was filed as Exhibit A to the Schedule 13G filed by the Reporting Persons on February 13, 2023. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group. Due to an administrative error, the Amendment No. 3 to Schedule 13G filed on February 7, 2024 under reported the number of shares owned by the reporting persons. This Amendment No. 4 to Schedule 13G is filed solely to correct such error. 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). 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. | |
| (b) | Address or principal business office or, if none, residence:
AI Global Investment SPC Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands Haitong International Asset Management (HK) Limited 22/F, Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong Shengzu Wang, a citizen of Hong Kong 22/F, Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong | |
| (c) | Citizenship:
Please refer to Item 2(b). | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
90354D104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
AI Global Investment SPC 9,208,440 (1)(2)(3) Haitong International Asset Management (HK) Limited 9,208,440 (1)(2)(3) Shengzu Wang 9,208,440 (1)(2)(3) | |
| (b) | Percent of class:
AI Global Investment SPC 3.65% (1)(2)(3)(4) Haitong International Asset Management (HK) Limited 3.65% (1)(2)(3)(4) Shengzu Wang 3.65% (1)(2)(3)(4) %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
AI Global Investment SPC 0 Haitong International Asset Management (HK) Limited 0 Shengzu Wang 0 | ||
| (ii) Shared power to vote or to direct the vote:
AI Global Investment SPC 9,208,440 (1)(2)(3) Haitong International Asset Management (HK) Limited 9,208,440 (1)(2)(3) Shengzu Wang 9,208,440 (1)(2)(3) | ||
| (iii) Sole power to dispose or to direct the disposition of:
AI Global Investment SPC 0 Haitong International Asset Management (HK) Limited 0 Shengzu Wang 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
AI Global Investment SPC 9,208,440 (1)(2)(3) Haitong International Asset Management (HK) Limited 9,208,440 (1)(2)(3) Shengzu Wang 9,208,440 (1)(2)(3) (1) AI Global Investment SPC, a Cayman Islands exempted segregated portfolio company with limited liability ("AI Global"), is currently the record holder of: (i) 101,012 ADSs, which represent 1,010,120 Class A Ordinary Shares (the "Fund 1 Shares"); (ii) 540,568 ADSs, which represent 5,405,680 Class A Ordinary Shares (the "Fund 2 Shares"); and (iii) 1,760,400 ADSs, which represent 17,604,000 Class A Ordinary Shares (together with the Fund 1 Shares and the Fund 2 Shares, the "Shares") acting on behalf and for the account of AI Investment Fund S.P. (2) Haitong International Asset Management (HK) Limited (the "Investment Manager") serves as the investment manager to AI Global with respect to the Shares, and in such capa
city, the Investment Manager possesses voting control and the power to direct the disposition of the Shares. Accordingly, for the purposes of Reg. Section 240.13d-3, the Investment Manager may be deemed to beneficially own the Shares. The Investment Manager disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein, if any. (3) Shengzu Wang is the Chief Investment Officer and Managing Director of the Investment Manager and, in such capacity, Shengzu Wang exercises voting control over the Investment Manager with respect to its role as investment manager to AI Global with respect to the Shares. Accordingly, for the purposes of Reg. Section 240.13d-3, Shengzu Wang may be deemed to beneficially own the Shares. Shengzu Wang disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, if any. (4) Calculations are based on 246,686,120 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 29, 2023. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 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 Control 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
|
| 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.
|
|
|
|
|
|
|