SEC Form SC 13G filed by uCloudlink Group Inc.

UNITED STATE 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

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 disclosures provided in a prior cover page.

** 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 uCloudlink Group Inc. (the “Issuer”), which are quoted on The Nasdaq Global Market under the symbol “UCL.” Each ADS represents ten Class A ordinary shares, par value US$0.00005 per share.

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 (the “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).

CUSIP No. 90354D104

(1) China International Capital Corporation Limited (“CICC”) may be deemed to have beneficial ownership over 19,662,570 Class A ordinary shares held of record in the form of 1,966,257 ADSs by CICC Financial Trading Limited (“CICC FT”). CICC FT is wholly owned by CICC Financial Holdings Limited, which is wholly owned by China International Capital Corporation (International) Limited (“CICC International”). CICC International is, in turn, wholly owned by CICC.

(2) Calculations are based on 252,412,720 Class A ordinary shares of the Issuer outstanding (excluding the 1,009,740 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans), as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 28, 2024.

CUSIP No. 90354D104

(1) China International Capital Corporation (International) Limited (“CICC International”) may be deemed to have beneficial ownership over 19,662,570 Class A ordinary shares held of record in the form of 1,966,257 ADSs by CICC Financial Trading Limited (“CICC FT”). CICC FT is wholly owned by CICC Financial Holdings Limited, which is wholly owned by CICC International.

(2) Calculations are based on 252,412,720 Class A ordinary shares of the Issuer outstanding (excluding the 1,009,740 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans), as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 28, 2024.

CUSIP No. 90354D104

(1) CICC Financial Holdings Limited may be deemed to have beneficial ownership over 19,662,570 Class A ordinary shares held of record in the form of 1,966,257 ADSs by CICC Financial Trading Limited, which is wholly owned by CICC Financial Holdings Limited.

(2) Calculations are based on 252,412,720 Class A ordinary shares of the Issuer outstanding (excluding the 1,009,740 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans), as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 28, 2024.

CUSIP No. 90354D104

(1) Represents 19,662,570 Class A ordinary shares held of record in the form of 1,966,257 ADSs by CICC Financial Trading Limited.

(2) Calculations are based on 252,412,720 Class A ordinary shares of the Issuer outstanding (excluding the 1,009,740 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans), as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 28, 2024.

uCloudlink Group Inc.

Unit 2214-Rm1, 22/F, Mira Place Tower A, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong

This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

The principal business address of China International Capital Corporation Limited is 9th Floor China World Tower 2, No.1 Jian Guo Men Wai Avenue, Beijing 100004, People’s Republic of China.

The principal business address of each of China International Capital Corporation (International) Limited, CICC Financial Holdings Limited and CICC Financial Trading Limited is 29/F, One International Finance Centre, 1. Harbour View Street, Central, Hong Kong.

Class A ordinary shares, par value US$0.00005 per share.

CUSIP number 90354D104 has been assigned to the ADSs of the Issuer, each ADS representing ten Class A ordinary shares, par value US$0.00005 per share.

Not applicable.

China International Capital Corporation Limited indirectly wholly owns CICC Financial Holdings Limited (“CICC Financial”) through China International Capital Corporation (International) Limited. CICC Financial wholly owns CICC Financial Trading Limited, which is a wholly-owned subsidiary of CICC Financial.

(a)       The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

(b)       The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.

(c)       The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Dated: April 25, 2024

Exhibit Index