UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Xunlei Limited

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

Not Applicable

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

7/F, Building 11, Shenzhen Software Park II

Shenzhen High-Tech Park, Shenzhen 518057

The People’s Republic of China

(86-755) 2603-5888

(Address of principal executive offices, including Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

 

 

 

American depositary shares, each

representing three (3) Class A common shares

 

The Nasdaq Stock Market LLC

 

 

 

Class A common shares, par value US$0.00025 per share *

 

The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-174782 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

* Not for trading, but only in connection with the listing of the American depositary shares on the Nasdaq Stock Market LLC. The American depositary shares represent the right to receive the Class A common shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on F-6. Accordingly, the American depositary shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

 

 

 


 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.         Description of Registrant’s Securities to be Registered.

 

The description of the securities being registered is set forth under “Description of Share Capital” and “Description of American Depositary Shares” in the Registrant’s registration statement on Form F-1 (File No. 333-174782), originally filed with the Securities and Exchange Commission on June 8, 2011, as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act of 1933, which description and prospectus are incorporated herein by reference. Copies of such description will be filed with The Nasdaq Stock Market LLC.

 

Item 2.         Exhibits.

 

No exhibits are required to be filed as the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.

 

2


 

SIGNATURE

 

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

Xunlei Limited

 

 

By:    

/s/ Sean Shenglong Zou

 

 

 

Name:  Sean Shenglong Zou

 

Title:    Chairman of the Board of Directors and Chief Executive Officer

 

Dated: July 18, 2011

 

3