UCLOUDLINK (UCL) founders detail new ownership and voting power after ending group pact
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13G/A
UCLOUDLINK GROUP INC. received an amended ownership report showing updated stakes of its founders and related entities as of December 31, 2025. The filing explains that the founders’ voting agreement, originally signed in 2019, was terminated by mutual agreement effective December 30, 2025.
After this change, several executives, including Wen Gao, Zhu Tan, Zhigang Du, Zhongqi Kuang, Shubao Pei, Xuesong Ren and Yimeng Shi, are no longer part of any group reporting beneficial ownership and each holds under 5% of UCLOUDLINK’s ordinary shares.
The report shows that structures linked to Chaohui Chen beneficially own 76,912,480 ordinary shares, or 20.2% of the class, representing 44.8% of total voting power. Entities associated with Zhiping Peng beneficially own 74,251,910 ordinary shares, or 19.5%, with 44.2% of total voting power.
Overall, UCLOUDLINK has 380,572,660 ordinary shares outstanding as of December 31, 2025, split between Class A and high‑vote Class B shares. Each Class A share carries one vote, while each Class B share carries fifteen votes and can be converted one-for-one into Class A.
Positive
- None.
Negative
- None.
Insights
Filing updates founder control and dissolves a broader insider voting group.
This amendment details how UCLOUDLINK’s founders and related trusts now hold and vote their stakes after ending a coordinated voting agreement. Dual-class shares remain central, with Class B carrying fifteen votes each and being convertible into Class A on a one-for-one basis.
Entities tied to Chaohui Chen and Zhiping Peng continue to control substantial voting power, each around
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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
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| 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
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| 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
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| 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.
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Exhibit Information
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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) |
FAQ
How much of UCLOUDLINK (UCL) does Chaohui Chen beneficially own after this Schedule 13G/A?
Chaohui Chen beneficially owns 76,912,480 ordinary shares of UCLOUDLINK, equal to 20.2% of the outstanding ordinary share class. Because much of this is in high‑vote Class B stock, these holdings represent about 44.8% of UCLOUDLINK’s total voting power as of December 31, 2025.
What is Zhiping Peng’s ownership and voting power in UCLOUDLINK (UCL)?
Zhiping Peng beneficially owns 74,251,910 ordinary shares, or 19.5% of UCLOUDLINK’s ordinary shares. Due to the high‑vote Class B structure, these holdings carry about 44.2% of the company’s total voting power, based on share counts as of December 31, 2025.
How many UCLOUDLINK (UCL) shares are outstanding and how are they structured?
UCLOUDLINK has 380,572,660 ordinary shares outstanding, comprising 258,499,680 Class A shares and 122,072,980 Class B shares. Each Class A share has one vote, while each Class B share has fifteen votes and can be converted into one Class A share at any time.
What happened to the UCLOUDLINK founders’ voting agreement described in this Schedule 13G/A?
The founders’ voting agreement, originally entered in July 2019, was terminated by mutual consent effective December 30, 2025. After termination, the parties no longer commit to vote as a group, and several former participants now report separately or fall below the 5% reporting threshold.
Which UCLOUDLINK (UCL) insiders are no longer part of a reporting group after this amendment?
Following 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 and each beneficially owns under 5% of UCLOUDLINK’s outstanding shares.
How does UCLOUDLINK’s dual-class structure affect voting control for UCL shareholders?
UCLOUDLINK uses a dual‑class structure where Class A shares have one vote and Class B shares have fifteen votes each. Class B shares are convertible one-for-one into Class A, which allows holders of Class B to maintain disproportionate voting influence relative to their economic ownership.
Which entities hold large stakes in UCLOUDLINK (UCL) through Class B shares?
Major Class B holders include MediaPlay Limited with 61,346,560 Class B shares and AlphaGo Robot Limited with 60,726,420 Class B shares. Each of these positions equals roughly 16% of the ordinary share class and over 43% of UCLOUDLINK’s total voting power.
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