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) |
Ordinary Shares, par value $0.00005 per share (CUSIP below applies to the ADSs of the Issuer) (Title of Class of Securities) |
90354D104 (CUSIP Number) |
12/31/2025 (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
MediaPlay 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,346,560.00 | ||||||||
| 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)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.0% of the total outstanding voting power. 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, 2025. 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
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Brilliant Topaz Holding 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,346,560.00 | ||||||||
| 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)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.0% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Chen Family Evergreen Trust | ||||||||
| 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
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
61,346,560.00 | ||||||||
| 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)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.0% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Chaohui Chen | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
76,912,480.00 | ||||||||
| 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)
20.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 61,346,560 Class B ordinary shares of the Issuer held by MediaPlay Limited, (ii) 2,923,150 Class A ordinary shares of the Issuer held by Mr. Chaohui Chen, (iii) 950,000 Class A ordinary shares issuable to Mr. Chaohui Chen upon exercise of options within 60 days after December 31, 2025, (iv) 71,560 Class A ordinary shares issuable to Mr. Chaohui Chen upon vesting of restricted share units within 60 days after December 31, 2025, (v) 371,005 ADSs, representing 3,710,050 Class A ordinary shares directly held by Mr. Chaohui Chen, and (vi) 7,911,160 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 (vi) of this paragraph. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 44.8% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
AlphaGo Robot 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,726,420.00 | ||||||||
| 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)
16.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 43.6% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Bright Topaz Holding 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,726,420.00 | ||||||||
| 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)
16.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 43.6% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Harmony Peng Trust | ||||||||
| 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
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,726,420.00 | ||||||||
| 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)
16.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 43.6% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Zhiping Peng | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
74,251,910.00 | ||||||||
| 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)
19.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 5 to 9: Includes (i) 60,726,420 Class B ordinary shares of the Issuer held by AlphaGo Robot Limited, (ii) 2,620,570 Class A ordinary shares of the Issuer held by Mr. Zhiping Peng, (iii) 950,000 Class A ordinary shares issuable to Mr. Zhiping Peng upon exercise of options within 60 days after December 31, 2025, (iv) 66,060 Class A ordinary shares issuable to Mr. Zhiping Peng upon vesting of restricted share units within 60 days after December 31, 2025, (v) 495,736 ADSs, representing 4,957,360 Class A ordinary shares directly held by Mr. Zhiping Peng, and (vi) 4,931,500 Class A ordinary shares of the Issuer held by one of our beneficial owners, who have granted an irrevocable voting proxy for 4,931,500 Class A ordinary shares beneficially owned by such it to Mr. Zhiping Peng, and appointed Mr. Zhiping Peng as lawful attorney-in-fact. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 44.2% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Wen Gao | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,032,420.00 | ||||||||
| 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)
3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 11,889,820 Class A ordinary shares held by Talent Wits Limited, a British Virgin Islands company, (ii) 1,120,600 Class A ordinary shares held by Mr. Wen Gao, and (iii) 22,000 Class A ordinary shares issuable to Mr. Wen Gao upon vesting of restricted share units within 60 days after December 31, 2025. 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.6% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Zhu Tan | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,474,980.00 | ||||||||
| 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)
2.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 9,336,450 Class A ordinary shares held by Mr. Zhu Tan, (ii) 123,280 Class A ordinary shares issuable to Mr. Zhu Tan upon exercise of options within 60 days after December 31, 2025, and (iii) 15,250 Class A ordinary shares issuable to Mr. Zhu Tan upon vesting of restricted share units within 60 days after December 31, 2025. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.5% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Zhigang Du | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,806,320.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 4,034,620 Class A ordinary shares held by Mr. Zhigang Du, (ii) 739,700 Class A ordinary shares issuable to Mr. Zhigang Du upon exercise of options within 60 days after December 31, 2025, and (iii) 32,000 Class A ordinary shares issuable to Mr. Zhigang Du upon vesting of restricted share units within 60 days after December 31, 2025. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Zhongqi Kuang | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,120,810.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 2,105,660 Class A ordinary shares held by Mr. Zhongqi Kuang, and (ii) 15,150 Class A ordinary shares issuable to Mr. Zhongqi Kuang upon vesting of restricted share units within 60 days after December 31, 2025. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.1% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Shubao Pei | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,703,040.00 | ||||||||
| 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)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 4,052,620 Class A ordinary shares held by Mr. Shubao Pei, (ii) 616,420 Class A ordinary shares issuable to Mr. Shubao Pei upon exercise of options within 60 days after December 31, 2025, and (iii) 34,000 Class A ordinary shares issuable to Mr. Shubao Pei upon vesting of restricted share units within 60 days after December 31, 2025. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Xuesong Ren | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,341,240.00 | ||||||||
| 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)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: 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. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.3% of the total outstanding voting power. 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, 2025. 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.
SCHEDULE 13G
|
| CUSIP No. | 90354D104 |
| 1 | Names of Reporting Persons
Yimeng Shi | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,118,210.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 to 9: Includes (i) 2,364,400 Class A ordinary shares held by Mr. Yimeng Shi, (ii) 2,700,000 Class A ordinary shares issuable to Mr. Yimeng Shi upon exercise of options within 60 days after December 31, 2025, and (iii) 53,810 Class A ordinary shares issuable to Mr. Yimeng Shi upon vesting of restricted share units within 60 days after December 31, 2025. Note to Row 11: The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represents 0.2% of the total outstanding voting power. 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, 2025. 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.
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 | |
| 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") 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 was terminated by mutual agreement of all parties thereto, effective December 30, 2025. As a result of the termination of the voting agreement, Wen Gao, Zhu Tan, Zhigang Du, Zhongqi Kuang, Shubao Pei, Xuesong Ren and Yimeng Shi are no longer members of any group reporting beneficial ownership of securities of the Issuer and none of them beneficially owns more than 5% of the outstanding shares of the Issuer. Accordingly, Wen Gao, Zhu Tan, Zhigang Du, Zhongqi Kuang, Shubao Pei, Xuesong Ren and Yimeng Shi shall cease to be Reporting Persons immediately after the filing of this Amendment No. 5. MediaPlay Limited, Brilliant Topaz Holding Limited, Chen Family Evergreen Trust and Chaohui Chen, on the one hand, and AlphaGo Robot Limited, Bright Topaz Holding Limited, Harmony Peng Trust and Zhiping Peng, on the other hand, will continue to file separate statements on Schedule 13G with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. | |
| (b) | Address or principal business office or, if none, residence:
MediaPlay Limited Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands Brilliant Topaz Holding Limited Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands Chen Family Evergreen Trust Cantrust (Far East) Limited as trustee Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, 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 Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands Bright Topaz Holding Limited Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands Harmony Peng Trust Cantrust (Far East) Limited as trustee Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands Zhiping Peng Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong 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 | |
| (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 - People's Republic of China | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.00005 per share (CUSIP below applies to the ADSs of the Issuer) | |
| (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:
MediaPlay Limited* -- 61,346,560 Brilliant Topaz Holding Limited* -- 61,346,560 Chen Family Evergreen Trust* -- 61,346,560 Chaohui Chen* -- 76,912,480 AlphaGo Robot Limited* -- 60,726,420 Bright Topaz Holding Limited* -- 60,726,420 Harmony Peng Trust* -- 60,726,420 Zhiping Peng* -- 74,251,910 Wen Gao* -- 13,032,420 Zhu Tan* -- 9,474,980 Zhigang Du* -- 4,806,320 Zhongqi Kuang* -- 2,120,810 Shubao Pei* -- 4,703,040 Xuesong Ren* -- 6,341,240 Yimeng Shi* -- 5,118,210 The Note to Rows 5 to 9 in each of the Reporting Persons' respective cover page which relates to the beneficial ownership of the securities of the Issuer as of December 31, 2025 are incorporated herein by reference. * 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 was terminated by mutual agreement of all parties thereto, effective December 30, 2025. | |
| (b) | Percent of class:
MediaPlay Limited -- 16.1%, representing 44.0% of the total outstanding voting power Brilliant Topaz Holding Limited -- 16.1%, representing 44.0% of the total outstanding voting power Chen Family Evergreen Trust -- 16.1%, representing 44.0% of the total outstanding voting power Chaohui Chen -- 20.2%, representing 44.8% of the total outstanding voting power AlphaGo Robot Limited -- 16.0%, representing 43.6% of the total outstanding voting power Bright Topaz Holding Limited -- 16.0%, representing 43.6% of the total outstanding voting power Harmony Peng Trust -- 16.0%, representing 43.6% of the total outstanding voting power Zhiping Peng -- 19.5%, representing 44.2% of the total outstanding voting power Wen Gao -- 3.4%, representing 0.6% of the total outstanding voting power Zhu Tan -- 2.5%, representing 0.5% of the total outstanding voting power Zhigang Du -- 1.3%, representing 0.2% of the total outstanding voting power Zhongqi Kuang -- 0.6%, representing 0.1% of the total outstanding voting power Shubao Pei -- 1.2%, representing 0.2% of the total outstanding voting power Xuesong Ren -- 1.7%, representing 0.3% of the total outstanding voting power Yimeng Shi -- 1.3%, representing 0.2% of the total outstanding voting power The Note to Row 11 in each of the Reporting Persons' respective cover page which relates to the percentage of class of securities beneficially owned by each Reporting Person as of December 31, 2025 are incorporated herein by reference. The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 380,572,660 outstanding ordinary shares (being the sum of 258,499,680 Class A ordinary shares and 122,072,980 Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2025, 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. 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, 2025. 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. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
MediaPlay Limited -- 61,346,560 Brilliant Topaz Holding Limited -- 61,346,560 Chen Family Evergreen Trust -- 61,346,560 Chaohui Chen -- 76,912,480 AlphaGo Robot Limited -- 60,726,420 Bright Topaz Holding Limited -- 60,726,420 Harmony Peng Trust -- 60,726,420 Zhiping Peng -- 74,251,910 Wen Gao -- 13,032,420 Zhu Tan -- 9,474,980 Zhigang Du -- 4,806,320 Zhongqi Kuang -- 2,120,810 Shubao Pei -- 4,703,040 Xuesong Ren -- 6,341,240 Yimeng Shi -- 5,118,210 The Note to Rows 5 to 9 in each of the Reporting Persons' respective cover page which relates to the beneficial ownership of the securities of the Issuer as of December 31, 2025 are incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
MediaPlay Limited -- 0 Brilliant Topaz Holding Limited -- 0 Chen Family Evergreen Trust -- 0 Chaohui Chen -- 0 AlphaGo Robot Limited -- 0 Bright Topaz Holding Limited -- 0 Harmony Peng Trust -- 0 Zhiping Peng -- 0 Wen Gao -- 0 Zhu Tan -- 0 Zhigang Du -- 0 Zhongqi Kuang -- 0 Shubao Pei -- 0 Xuesong Ren -- 0 Yimeng Shi -- 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
MediaPlay Limited -- 61,346,560 Brilliant Topaz Holding Limited -- 61,346,560 Chen Family Evergreen Trust -- 61,346,560 Chaohui Chen -- 69,001,320 AlphaGo Robot Limited -- 60,726,420 Bright Topaz Holding Limited -- 60,726,420 Harmony Peng Trust -- 60,726,420 Zhiping Peng -- 69,320,410 Wen Gao -- 13,032,420 Zhu Tan -- 9,474,980 Zhigang Du -- 4,806,320 Zhongqi Kuang -- 2,120,810 Shubao Pei -- 4,703,040 Xuesong Ren -- 6,341,240 Yimeng Shi -- 5,118,210 The Note to Rows 5 to 9 in each of the Reporting Persons' respective cover page which relates to the beneficial ownership of the securities of the Issuer as of December 31, 2025 are incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
MediaPlay Limited -- 0 Brilliant Topaz Holding Limited -- 0 Chen Family Evergreen Trust -- 0 Chaohui Chen -- 0 AlphaGo Robot Limited -- 0 Bright Topaz Holding Limited -- 0 Harmony Peng Trust -- 0 Zhiping Peng -- 0 Wen Gao -- 0 Zhu Tan -- 0 Zhigang Du -- 0 Zhongqi Kuang -- 0 Shubao Pei -- 0 Xuesong Ren -- 0 Yimeng Shi -- 0 | ||
| 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. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
See Item 2. | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 -- Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Schedule 13G/A filed by the Reporting Persons on February 12, 2025) |