20-F 1 xnet-20231231x20f.htm FORM 20-F
0001510593FYfalseXNETXunlei LtdU.S. GAAP2003-01-312005-06-302005-12-312011-11-302013-09-302015-10-312020-07-312021-04-302021-09-300001510593xnet:GiganologyShenzhenAndXunleiComputerMember2023-01-012023-12-310001510593us-gaap:ForeignCountryMemberus-gaap:CaymanIslandsTaxInformationAuthorityMember2023-01-012023-12-310001510593country:VGus-gaap:ForeignCountryMember2023-01-012023-12-310001510593us-gaap:DomesticCountryMember2023-01-012023-12-310001510593us-gaap:DomesticCountryMember2022-01-012022-12-310001510593us-gaap:DomesticCountryMember2021-01-012021-12-310001510593srt:MinimumMemberxnet:EmployeesMember2023-01-012023-12-310001510593srt:MaximumMemberxnet:EmployeesMember2023-01-012023-12-310001510593xnet:ShenzhenXunleiMemberus-gaap:StateAdministrationOfTaxationChinaMemberxnet:ResearchAndDevelopmentEnterpriseActivitiesMember2023-01-012023-12-310001510593xnet:ShenzhenXunleiMemberus-gaap:StateAdministrationOfTaxationChinaMemberxnet:ResearchAndDevelopmentEnterpriseActivitiesMember2022-10-012022-12-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2023-01-012023-12-310001510593xnet:RestrictedSharesWith2YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2023-01-012023-12-310001510593xnet:GiganologyShenzhenCoLtdMemberxnet:CallOptionAgreementMember2023-01-012023-12-310001510593xnet:PeoplesRepublicOfChinaEntitiesMemberus-gaap:DomesticCountryMemberxnet:HighAndNewTechnologyEnterprisesMember2023-01-012023-12-310001510593xnet:ShenzhenXunleiOnethingWangwenhuaAndXunleiComputerMemberxnet:HighAndNewTechnologyEnterprisesMember2023-01-012023-12-310001510593xnet:QianhaiShenzhenHongkongModernServiceIndustryCooperationZoonMember2023-01-012023-12-310001510593xnet:JiangxiNodeTechnologyServiceCompanyLimitedMember2023-01-012023-12-310001510593xnet:ShenzhenXunleiOnethingWangwenhuaAndXunleiComputerMemberxnet:HighAndNewTechnologyEnterprisesMember2022-01-012022-12-310001510593xnet:QianhaiShenzhenHongkongModernServiceIndustryCooperationZoonMember2022-01-012022-12-310001510593xnet:JiangxiNodeTechnologyServiceCompanyLimitedMember2022-01-012022-12-310001510593xnet:ShenzhenXunleiOnethingWangwenhuaAndXunleiComputerMemberxnet:HighAndNewTechnologyEnterprisesMember2021-01-012021-12-310001510593xnet:QianhaiShenzhenHongkongModernServiceIndustryCooperationZoonMember2021-01-012021-12-310001510593xnet:JiangxiNodeTechnologyServiceCompanyLimitedMember2021-01-012021-12-310001510593srt:MinimumMember2023-01-012023-12-310001510593srt:MaximumMember2023-01-012023-12-310001510593srt:MinimumMembercountry:CNus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2023-01-012023-12-310001510593srt:MinimumMembercountry:CNus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2022-01-012022-12-310001510593srt:MinimumMembercountry:CNus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2021-01-012021-12-310001510593xnet:SoftwareAndProprietaryTechnologyLicenseContractMember2023-01-012023-12-310001510593xnet:ExclusiveTechnologySupportAndServicesAgreementMember2023-01-012023-12-310001510593xnet:ExclusiveTechnologyConsultingAndTrainingAgreementMember2023-01-012023-12-310001510593xnet:AgreementBetweenGiganologyShenzhenAndShareholdersOfShenzhenXunleiMember2023-01-012023-12-310001510593xnet:ChizzHkLimitedMember2023-09-012023-09-300001510593xnet:BeijingXiaoshengXiaoyiTechnologyMember2023-09-012023-09-300001510593xnet:YunshangHemeiMember2023-12-310001510593xnet:XiamenDiensiNetworkTechnologyCompanyLimitedMember2023-12-310001510593xnet:ShenZhenArashiMember2023-12-310001510593xnet:ShanghaiLexiangMember2023-12-310001510593xnet:ShanghaiGuozhiMember2023-12-310001510593xnet:QuanxunHuijuMember2023-12-310001510593xnet:HangzhouFeixiangMember2023-12-310001510593xnet:GuangzhouHongsiMember2023-12-310001510593xnet:ElevenPointTwoCapitalOneLpMember2023-12-310001510593xnet:CloudtropyMember2023-12-310001510593xnet:ClapperMediaGroupInc.Member2023-12-310001510593xnet:ChengduDitingMember2023-12-310001510593xnet:BlueBayreadLimitedMember2023-12-310001510593xnet:BeijingYunhuiTianxiaMember2023-12-310001510593xnet:BeijingXiaoshengXiaoyiTechnologyMember2023-12-310001510593xnet:BeijingCloudinTechnologyMember2023-12-310001510593xnet:ShanghaiLexiangMember2023-03-310001510593xnet:YunshangHemeiMember2022-12-310001510593xnet:XiamenDiensiNetworkTechnologyCompanyLimitedMember2022-12-310001510593xnet:ShenzhenMeizhiInteractiveTechnologyCoLtdMember2022-12-310001510593xnet:ShenZhenArashiMember2022-12-310001510593xnet:ShanghaiLexiangMember2022-12-310001510593xnet:ShanghaiGuozhiMember2022-12-310001510593xnet:QuanxunHuijuMember2022-12-310001510593xnet:HangzhouFeixiangMember2022-12-310001510593xnet:GuangzhouYuechuanMember2022-12-310001510593xnet:GuangzhouHongsiMember2022-12-310001510593xnet:ElevenPointTwoCapitalOneLpMember2022-12-310001510593xnet:CloudtropyMember2022-12-310001510593xnet:ClapperMediaGroupInc.Member2022-12-310001510593xnet:ChengduDitingMember2022-12-310001510593xnet:BlueBayreadLimitedMember2022-12-310001510593xnet:BeijingYunhuiTianxiaMember2022-12-310001510593xnet:BeijingCloudinTechnologyMember2022-12-310001510593xnet:StatutoryReserveMember2023-01-012023-12-310001510593xnet:StatutoryReserveMember2022-01-012022-12-310001510593xnet:StatutoryReserveMember2021-01-012021-12-310001510593xnet:AgreementBetweenGiganologyShenzhenAndMrSeanShenglongZouMember2023-01-012023-12-310001510593xnet:ShareBuybackProgram2023Member2023-06-300001510593xnet:ShareBuybackProgram2022Member2022-03-3100015105932020-06-012020-06-300001510593us-gaap:TreasuryStockCommonMember2023-01-012023-12-310001510593us-gaap:CommonStockMember2023-01-012023-12-310001510593us-gaap:TreasuryStockCommonMember2022-01-012022-12-310001510593us-gaap:CommonStockMember2022-01-012022-12-310001510593us-gaap:TreasuryStockCommonMember2021-01-012021-12-310001510593us-gaap:CommonStockMember2021-01-012021-12-310001510593xnet:StatutoryReserveMember2023-12-310001510593us-gaap:RetainedEarningsMember2023-12-310001510593us-gaap:ParentMember2023-12-310001510593us-gaap:NoncontrollingInterestMember2023-12-310001510593us-gaap:AdditionalPaidInCapitalMember2023-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001510593xnet:StatutoryReserveMember2022-12-310001510593us-gaap:RetainedEarningsMember2022-12-310001510593us-gaap:ParentMember2022-12-310001510593us-gaap:NoncontrollingInterestMember2022-12-310001510593us-gaap:AdditionalPaidInCapitalMember2022-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001510593xnet:StatutoryReserveMember2021-12-310001510593us-gaap:RetainedEarningsMember2021-12-310001510593us-gaap:ParentMember2021-12-310001510593us-gaap:NoncontrollingInterestMember2021-12-310001510593us-gaap:AdditionalPaidInCapitalMember2021-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001510593xnet:StatutoryReserveMember2020-12-310001510593us-gaap:RetainedEarningsMember2020-12-310001510593us-gaap:ParentMember2020-12-310001510593us-gaap:NoncontrollingInterestMember2020-12-310001510593us-gaap:AdditionalPaidInCapitalMember2020-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001510593xnet:FinancialInstrumentsMember2023-12-310001510593us-gaap:BankTimeDepositsMember2023-12-310001510593xnet:FinancialInstrumentsMember2022-12-310001510593us-gaap:BankTimeDepositsMember2022-12-310001510593us-gaap:TreasuryStockCommonMember2023-12-310001510593us-gaap:CommonStockMember2023-12-310001510593us-gaap:TreasuryStockCommonMember2022-12-310001510593us-gaap:CommonStockMember2022-12-310001510593us-gaap:TreasuryStockCommonMember2021-12-310001510593us-gaap:CommonStockMember2021-12-310001510593us-gaap:TreasuryStockCommonMember2020-12-310001510593us-gaap:CommonStockMember2020-12-310001510593xnet:GiganologyShenzhenCoLtdMemberxnet:CallOptionAgreementMember2023-12-310001510593srt:MinimumMemberxnet:TwoThousandTwentyShareIncentivePlanMember2023-03-3100015105932023-03-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodAndVestingOnSecondAndThirdAnniversaryMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2023-08-012023-08-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodAndVestingOnSecondAndThirdAnniversaryMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2022-07-012022-07-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodAndVestingOnSecondAndThirdAnniversaryMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2022-06-012022-06-300001510593xnet:RestrictedSharesWith5YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberxnet:SharebasedCompensationAwardTrancheFourMember2021-12-012021-12-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2021-12-012021-12-310001510593us-gaap:RestrictedStockMemberxnet:TwoThousandTwentyShareIncentivePlanMember2023-12-310001510593xnet:ShareIncentivePlans20102013And2014Member2023-12-310001510593us-gaap:RestrictedStockMemberxnet:TwoThousandTwentyShareIncentivePlanMember2022-12-310001510593us-gaap:RestrictedStockMemberxnet:TwoThousandTwentyShareIncentivePlanMember2021-12-310001510593us-gaap:RestrictedStockMemberxnet:TwoThousandTwentyShareIncentivePlanMember2023-01-012023-12-310001510593us-gaap:RestrictedStockMemberxnet:TwoThousandTwentyShareIncentivePlanMember2022-01-012022-12-310001510593us-gaap:RestrictedStockMemberxnet:TwoThousandTwentyShareIncentivePlanMember2021-01-012021-12-310001510593xnet:RestrictedSharesWith5YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberxnet:SharebasedCompensationAwardTrancheFourMember2023-01-012023-12-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2023-01-012023-12-310001510593xnet:RestrictedSharesWith3YearsVestingPeriodAndVestingOnSecondAndThirdAnniversaryMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2023-01-012023-12-310001510593xnet:RestrictedSharesWith2YearsVestingPeriodMemberxnet:TwoThousandTwentyShareIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2023-01-012023-12-310001510593xnet:TwoThousandTwentyShareIncentivePlanMember2023-01-012023-12-310001510593xnet:CloudComputingServicesMemberxnet:XiaomiTechnologyMember2023-01-012023-12-310001510593xnet:CloudComputingServicesMemberxnet:BeijingItuiTechnologyCo.Ltd.Member2023-01-012023-12-310001510593us-gaap:TechnologyServiceMemberxnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2023-01-012023-12-310001510593us-gaap:AdvertisingMemberxnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2023-01-012023-12-310001510593us-gaap:AdvertisingMemberxnet:ItuiOnlineNetworkTechnologyCo.Ltd.Member2023-01-012023-12-310001510593xnet:CloudComputingServicesMemberxnet:XiaomiTechnologyMember2022-01-012022-12-310001510593xnet:CloudComputingServicesMemberxnet:BeijingItuiTechnologyCo.Ltd.Member2022-01-012022-12-310001510593us-gaap:TechnologyServiceMemberxnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2022-01-012022-12-310001510593us-gaap:AdvertisingMemberxnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2022-01-012022-12-310001510593us-gaap:AdvertisingMemberxnet:ItuiOnlineNetworkTechnologyCo.Ltd.Member2022-01-012022-12-310001510593xnet:CloudComputingServicesMemberxnet:XiaomiTechnologyMember2021-01-012021-12-310001510593xnet:CloudComputingServicesMemberxnet:BeijingItuiTechnologyCo.Ltd.Member2021-01-012021-12-310001510593us-gaap:TechnologyServiceMemberxnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2021-01-012021-12-310001510593us-gaap:TechnologyServiceMemberxnet:GuangzhouMilletMember2021-01-012021-12-310001510593us-gaap:AdvertisingMemberxnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2021-01-012021-12-310001510593us-gaap:AdvertisingMemberxnet:ItuiOnlineNetworkTechnologyCo.Ltd.Member2021-01-012021-12-310001510593xnet:LiveStreamingServiceMember2023-01-012023-12-310001510593us-gaap:SubscriptionAndCirculationMember2023-01-012023-12-310001510593us-gaap:ProductAndServiceOtherMember2023-01-012023-12-310001510593xnet:LiveStreamingServiceMember2022-01-012022-12-310001510593us-gaap:SubscriptionAndCirculationMember2022-01-012022-12-310001510593us-gaap:ProductAndServiceOtherMember2022-01-012022-12-310001510593xnet:LiveStreamingServiceMember2021-01-012021-12-310001510593us-gaap:SubscriptionAndCirculationMember2021-01-012021-12-310001510593us-gaap:ProductAndServiceOtherMember2021-01-012021-12-310001510593srt:MinimumMemberxnet:ServersAndNetworkEquipmentMember2023-12-310001510593srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2023-12-310001510593srt:MaximumMemberxnet:ServersAndNetworkEquipmentMember2023-12-310001510593srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2023-12-310001510593us-gaap:BuildingImprovementsMember2023-12-310001510593xnet:ServersAndNetworkEquipmentMember2023-12-310001510593us-gaap:VehiclesMember2023-12-310001510593us-gaap:LeaseholdImprovementsMember2023-12-310001510593us-gaap:FurnitureAndFixturesMember2023-12-310001510593us-gaap:ComputerEquipmentMember2023-12-310001510593us-gaap:BuildingMember2023-12-310001510593xnet:ServersAndNetworkEquipmentMember2022-12-310001510593us-gaap:VehiclesMember2022-12-310001510593us-gaap:LeaseholdImprovementsMember2022-12-310001510593us-gaap:FurnitureAndFixturesMember2022-12-310001510593us-gaap:ComputerEquipmentMember2022-12-310001510593us-gaap:BuildingMember2022-12-310001510593us-gaap:RetainedEarningsMember2023-01-012023-12-310001510593us-gaap:RetainedEarningsMember2022-01-012022-12-310001510593us-gaap:RetainedEarningsMember2021-01-012021-12-310001510593xnet:GuangzhouYuechuanMember2023-10-012023-10-310001510593xnet:ShenzhenMeizhiInteractiveTechnologyCoLtdMember2023-05-012023-05-310001510593xnet:ShareBuybackProgram2023Member2023-01-012023-12-310001510593xnet:ShareBuybackProgram2022Member2023-01-012023-12-310001510593xnet:ShareBuybackProgram2022Member2022-01-012022-12-310001510593xnet:XiaomiTechnologyMember2023-12-310001510593xnet:ShenzhenXiaomiMember2023-12-310001510593xnet:OtherRelatedPartiesMember2023-12-310001510593xnet:ItuiOnlineNetworkTechnologyCo.Ltd.Member2023-12-310001510593xnet:BeijingXiaobuMember2023-12-310001510593xnet:BeijingItuiTechnologyCo.Ltd.Member2023-12-310001510593xnet:XiaomiTechnologyMember2022-12-310001510593xnet:SungaiMember2022-12-310001510593xnet:ShenzhenXiaomiMember2022-12-310001510593xnet:OtherRelatedPartiesMember2022-12-310001510593xnet:ItuiOnlineNetworkTechnologyCo.Ltd.Member2022-12-310001510593xnet:ChizzHkLimitedMember2022-12-310001510593xnet:BeijingXiaobuMember2022-12-310001510593xnet:BeijingItuiTechnologyCo.Ltd.Member2022-12-310001510593xnet:ChizzHkLimitedMember2023-12-310001510593xnet:AidenAndLasmineLimitedMember2023-12-310001510593xnet:AidenAndLasmineLimitedMember2022-12-310001510593us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310001510593us-gaap:NoncontrollingInterestMember2021-01-012021-12-310001510593us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxnet:InterCompanyMember2023-01-012023-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxnet:InterCompanyMember2022-01-012022-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxnet:InterCompanyMember2021-01-012021-12-310001510593xnet:SungaiPte.Ltd.Member2023-01-012023-12-310001510593xnet:ShenzhenXiaomiTechnologyCo.Ltd.Member2023-01-012023-12-310001510593xnet:MilletTechnologyCoLtdMember2023-01-012023-12-310001510593xnet:ItuiOnlineNetworkTechnologyCo.Ltd.Member2023-01-012023-12-310001510593xnet:GuangzhouMilletInformationServiceCoLtdMember2023-01-012023-12-310001510593xnet:ChizzHkLimitedMember2023-01-012023-12-310001510593xnet:BeijingXiaochuanTechnologyCo.Ltd.Member2023-01-012023-12-310001510593xnet:BeijingItuiTechnologyCo.Ltd.Member2023-01-012023-12-310001510593xnet:AidenAndLasmineLimitedMember2023-01-012023-12-310001510593us-gaap:PendingLitigationMember2023-01-012023-12-310001510593us-gaap:PendingLitigationMember2022-01-012022-12-310001510593us-gaap:PendingLitigationMember2023-12-310001510593us-gaap:PendingLitigationMember2022-12-310001510593srt:MinimumMember2023-12-310001510593srt:MaximumMember2023-12-310001510593xnet:BandwidthPurchaseCommitmentsMember2023-12-310001510593xnet:CapitalCommitmentsMember2023-01-012023-12-310001510593xnet:BandwidthPurchaseCommitmentsMember2023-01-012023-12-310001510593us-gaap:FairValueInputsLevel2Member2023-12-310001510593us-gaap:FairValueInputsLevel2Member2022-12-310001510593xnet:OthersInventoriesMember2023-12-310001510593xnet:HardwareDevicesMember2023-12-310001510593xnet:OthersInventoriesMember2022-12-310001510593xnet:HardwareDevicesMember2022-12-310001510593us-gaap:TechnologyServiceMemberxnet:ChizzHkLimitedMember2023-01-012023-12-310001510593us-gaap:TechnologyServiceMemberxnet:ChizzHkLimitedMember2022-01-012022-12-310001510593us-gaap:TechnologyServiceMemberxnet:ChizzHkLimitedMember2021-01-012021-12-310001510593us-gaap:NoncontrollingInterestMember2022-01-012022-12-310001510593xnet:LandUseRightMember2023-01-012023-12-310001510593xnet:AudioVisualLicensesMember2023-01-012023-12-310001510593xnet:AcquiredComputerSoftwareMember2023-01-012023-12-310001510593xnet:LandUseRightMember2022-01-012022-12-310001510593xnet:AudioVisualLicensesMember2022-01-012022-12-310001510593xnet:AcquiredComputerSoftwareMember2022-01-012022-12-310001510593xnet:LandUseRightMember2023-12-310001510593xnet:AudioVisualLicensesMember2023-12-310001510593xnet:AcquiredComputerSoftwareMember2023-12-310001510593xnet:LandUseRightMember2022-12-310001510593xnet:AudioVisualLicensesMember2022-12-310001510593xnet:AcquiredComputerSoftwareMember2022-12-310001510593xnet:ShenzhenMojingouInformationServiceCoLtdMember2023-12-310001510593xnet:ShenzhenMojingouInformationServiceCoLtdMember2022-12-310001510593xnet:TwoThousandTwentyShareIncentivePlanMember2023-12-310001510593xnet:TwoThousandTwentyShareIncentivePlanMember2022-12-310001510593xnet:SingaporeSubsidiariesMemberus-gaap:ForeignCountryMember2023-01-012023-12-310001510593xnet:HongKongSubsidiariesMemberus-gaap:ForeignCountryMember2023-01-012023-12-310001510593xnet:HongKongSubsidiariesMemberus-gaap:ForeignCountryMember2022-01-012022-12-310001510593xnet:HongKongSubsidiariesMemberus-gaap:ForeignCountryMember2021-01-012021-12-310001510593xnet:PeoplesRepublicOfChinaEntitiesMember2023-01-012023-12-310001510593us-gaap:SellingAndMarketingExpenseMember2022-01-012022-12-310001510593xnet:ChizzHkLimitedMember2021-09-012021-09-300001510593xnet:ChizzHkLimitedMember2023-09-300001510593xnet:ChizzHkLimitedMember2021-09-300001510593srt:MinimumMemberus-gaap:PrimeRateMember2023-01-012023-12-310001510593srt:MedianMemberus-gaap:PrimeRateMember2023-01-012023-12-310001510593srt:MaximumMemberus-gaap:PrimeRateMember2023-01-012023-12-310001510593xnet:GiganologyShenzhenCoLtdMemberxnet:ExclusiveTechnologySupportAndServicesAgreementMember2023-01-012023-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxnet:ThirdPartyMember2023-01-012023-12-310001510593xnet:PaymentHandlingFeesMember2023-01-012023-12-310001510593xnet:OtherCostsOfRevenueMember2023-01-012023-12-310001510593xnet:DepreciationOfServersAndOtherEquipmentMember2023-01-012023-12-310001510593xnet:CostOfLiveVideoMember2023-01-012023-12-310001510593xnet:CostOfInventoriesSoldMember2023-01-012023-12-310001510593xnet:BandwidthCostsMember2023-01-012023-12-310001510593us-gaap:RelatedPartyMember2023-01-012023-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxnet:ThirdPartyMember2022-01-012022-12-310001510593xnet:PaymentHandlingFeesMember2022-01-012022-12-310001510593xnet:OtherCostsOfRevenueMember2022-01-012022-12-310001510593xnet:DepreciationOfServersAndOtherEquipmentMember2022-01-012022-12-310001510593xnet:CostOfLiveVideoMember2022-01-012022-12-310001510593xnet:CostOfInventoriesSoldMember2022-01-012022-12-310001510593xnet:BandwidthCostsMember2022-01-012022-12-310001510593us-gaap:RelatedPartyMember2022-01-012022-12-310001510593xnet:BandwidthMemberxnet:QuanxunHuijuMember2021-01-012021-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxnet:ThirdPartyMember2021-01-012021-12-310001510593xnet:PaymentHandlingFeesMember2021-01-012021-12-310001510593xnet:OtherCostsOfRevenueMember2021-01-012021-12-310001510593xnet:DepreciationOfServersAndOtherEquipmentMember2021-01-012021-12-310001510593xnet:CostOfLiveVideoMember2021-01-012021-12-310001510593xnet:CostOfInventoriesSoldMember2021-01-012021-12-310001510593xnet:BandwidthCostsMember2021-01-012021-12-310001510593us-gaap:RelatedPartyMember2021-01-012021-12-310001510593xnet:OtherContractLiabilitiesMember2023-12-310001510593xnet:MembershipSubscriptionRevenuesMember2023-12-310001510593xnet:LiveStreamingMember2023-12-310001510593xnet:OtherContractLiabilitiesMember2022-12-310001510593xnet:MembershipSubscriptionRevenuesMember2022-12-310001510593xnet:LiveStreamingMember2022-12-310001510593xnet:TopTenCustomersMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310001510593xnet:TopTenCustomersMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-01-012023-12-310001510593xnet:CustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310001510593xnet:CustomerMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-01-012023-12-310001510593xnet:CustomerCMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-01-012023-12-310001510593xnet:TopTenCustomersMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2022-01-012022-12-310001510593xnet:TopTenCustomersMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2022-01-012022-12-310001510593xnet:CustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2022-01-012022-12-310001510593xnet:CustomerMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2022-01-012022-12-310001510593xnet:CustomerCMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2022-01-012022-12-310001510593xnet:CustomerBMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2022-01-012022-12-310001510593xnet:TopTenCustomersMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2021-01-012021-12-310001510593xnet:CustomerMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2021-01-012021-12-310001510593xnet:TwoThousandTwentyShareIncentivePlanMember2020-06-300001510593xnet:ShareIncentivePlans20102013And2014Member2020-06-300001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-01-012023-12-310001510593srt:ReportableLegalEntitiesMember2023-01-012023-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-01-012022-12-310001510593srt:ReportableLegalEntitiesMember2022-01-012022-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-01-012021-12-310001510593srt:ReportableLegalEntitiesMember2021-01-012021-12-310001510593srt:OtherCurrencyMember2023-12-310001510593currency:USD2023-12-310001510593currency:SGD2023-12-310001510593currency:HKD2023-12-310001510593currency:CNY2023-12-310001510593srt:OtherCurrencyMember2022-12-310001510593currency:USD2022-12-310001510593currency:SGD2022-12-310001510593currency:HKD2022-12-310001510593currency:CNY2022-12-310001510593srt:ReportableLegalEntitiesMember2021-12-310001510593srt:ReportableLegalEntitiesMember2020-12-310001510593srt:ReportableLegalEntitiesMember2023-12-310001510593us-gaap:CostOfSalesMember2023-01-012023-12-310001510593us-gaap:CostOfSalesMember2022-01-012022-12-310001510593us-gaap:CostOfSalesMember2021-01-012021-12-3100015105932021-12-3100015105932020-12-310001510593xnet:ShareIncentivePlans20102013And2014Member2023-01-012023-12-310001510593us-gaap:SellingAndMarketingExpenseMember2023-01-012023-12-310001510593us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-12-310001510593us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-12-310001510593xnet:ShareIncentivePlans20102013And2014Member2022-01-012022-12-310001510593us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-12-310001510593us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-12-310001510593xnet:ShareIncentivePlans20102013And2014Member2021-01-012021-12-310001510593us-gaap:SellingAndMarketingExpenseMember2021-01-012021-12-310001510593us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310001510593us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-12-310001510593us-gaap:ParentMember2023-01-012023-12-310001510593us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001510593us-gaap:ParentMember2022-01-012022-12-310001510593us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-3100015105932022-01-012022-12-310001510593us-gaap:ParentMember2021-01-012021-12-310001510593us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-3100015105932021-01-012021-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310001510593us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-12-310001510593srt:ReportableLegalEntitiesMember2022-12-3100015105932022-12-310001510593us-gaap:CommonStockMember2023-01-012023-12-310001510593dei:AdrMember2023-01-012023-12-310001510593xnet:XunleiComputerShenzhenCoLtdMember2023-01-012023-12-310001510593xnet:ShenzhenXunleiWangwenhuaCoLtdMember2023-01-012023-12-310001510593xnet:ShenzhenXunleiNetworkingTechnologiesCoLtdMember2023-01-012023-12-310001510593xnet:ShenzhenOnethingTechnologiesCoLtdMember2023-01-012023-12-310001510593xnet:JiangxiNodeTechnologyServiceCompanyLimitedMember2023-01-012023-12-310001510593xnet:HainanXunleiHammerNetworkTechnologiesCo.LtdMember2023-01-012023-12-310001510593xnet:GiganologyShenzhenCoLtdMember2023-01-012023-12-310001510593xnet:Funi.Pte.LtdMember2023-01-012023-12-310001510593xnet:BeijingXunjingTechnologiesCoLtdMember2023-01-012023-12-3100015105932023-12-310001510593dei:BusinessContactMember2023-01-012023-12-3100015105932023-01-012023-12-31xnet:customerxnet:Votexbrli:sharesiso4217:USDiso4217:CNYiso4217:HKDiso4217:SGDiso4217:USDxbrli:sharesxbrli:purexnet:caseiso4217:CNYxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023.

OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

OR

     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

Commission file number: 001-35224

Xunlei Limited

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

3709 Baishi Road, Nanshan District, Shenzhen, 518000

The People’s Republic of China

(Address of principal executive offices)

Naijiang (Eric) Zhou, Chief Financial Officer

Telephone: +86-0755 61111571

Email: zhounaijiang@xunlei.com

3709 Baishi Road, Nanshan District, Shenzhen, 518000

The People’s Republic of China

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

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

Title of each class

    

Name of each exchange on which registered

    

Ticker symbol

American depositary shares,

each representing five common shares

The Nasdaq Stock Market LLC

(The Nasdaq Global Select Market)

XNET

Common shares, par value US$0.00025 per share*

The Nasdaq Stock Market LLC

(The Nasdaq Global Select Market)

*      Not for trading, but only in connection with the listing on The Nasdaq Global Select Market of American depositary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 323,525,556 common shares (excluding (i) 40,586,955 common shares that are (a) reserved for bulk issuance upon the exercise or vesting of awards granted under our share incentive plan, or (b) repurchased by our company but not yet cancelled, and (ii) 10,889,429 common shares, consisting of 274,057 ADSs (representing 1,370,285 common shares) and 9,519,144 common shares held by Leading Advice Holdings Limited, a share incentive awards holding platform) as of December 31, 2023.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.

Yes No

†   The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP

International Financial Reporting Standards as issued by the International Accounting Standards Board

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes No

TABLE OF CONTENTS

Page

INTRODUCTION

1

Forward-Looking Information

2

Part I

3

Item 1.

Identity of Directors, Senior Management and Advisers

3

Item 2.

Offer Statistics and Expected Timetable

3

Item 3.

Key Information

3

Item 4.

Information on the Company

63

Item 4A.

Unresolved Staff Comments

113

Item 5.

Operating and Financial Review and Prospects

113

Item 6.

Directors, Senior Management and Employees

134

Item 7.

Major Shareholders and Related Party Transactions

141

Item 8.

Financial Information

145

Item 9.

The Offer and Listing

146

Item 10.

Additional Information

147

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

163

Item 12.

Description of Securities Other than Equity Securities

164

Part II

166

Item 13.

Defaults, Dividend Arrearages and Delinquencies

166

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

166

Item 15.

Controls and Procedures

166

Item 16.

[Reserved]

167

Item 16A.

Audit Committee Financial Expert

167

Item 16B.

Code of Ethics

167

Item 16C.

Principal Accountant Fees and Services

168

Item 16D.

Exemptions from the Listing Standards for Audit Committees

168

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

168

Item 16F.

Change in Registrant’s Certifying Accountant

169

Item 16G.

Corporate Governance

169

Item 16H.

Mine Safety Disclosure

170

Item 16I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

170

Item 16J.

Insider Trading Policies

170

Item 16K.

Cybersecurity

170

Part III

171

Item 17.

Financial Statements

171

Item 18.

Financial Statements

171

Item 19.

Exhibits

172

SIGNATURES

174

i

INTRODUCTION

In this annual report, except where the context otherwise requires and for purposes of this annual report only:

“we,” “us,” “our company,” “our” or “Xunlei” refers to Xunlei Limited, a Cayman Islands company, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the variable interest entity in China, Shenzhen Xunlei Networking Technologies Co., Ltd., or the VIE, and the VIE’s subsidiaries;
“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan;
“daily active user” refers to a user who accessed Mobile Xunlei through a mobile device, on a given day;
“digital media content” refers to videos, music, games, software and documents transmitted in digital form;
“monthly unique visitors” refers to the number of different individual visitors who accessed Xunlei products (including websites and software) on our platform from the same computer at least once within a month; under this method, a user who accessed Xunlei products from two different computers would count as two unique visitors;
“shares” or “common shares” refers to our common shares, par value US$0.00025 per share;
“subscriber” refers to users who can access our premium acceleration services, including accounts temporarily suspended, but excluding sub-accounts and accounts on a trial basis.
“ADSs” refers to our American depositary shares, each representing five common shares, and “ADRs” refers to any American depositary receipts that evidence our ADSs;
“RMB” or “Renminbi” refers to the legal currency of China; and
“US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States.

We use U.S. dollar as reporting currency in our financial statements and in this annual report. Transactions in Renminbi are recorded at the rates of exchange prevailing when the transactions occur. Solely for the convenience of the reader, the translations of Renminbi amounts into U.S. dollars contained in this annual report were made at RMB7.0827 to US$1.00, the rate released by the State Administration of Foreign Exchange of the People’s Republic of China on December 29, 2023. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade.

1

FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “could,” “should,” “would,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “project,” “continue,” “potential,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

our business strategies, including the strategies to streamline our business;
our future business development, results of operations and financial condition;
our ability to maintain and strengthen our market position in China;
our ability to retain subscribers for our premium acceleration and other services;
our ability to develop new products and services and attract, maintain and monetize user traffic;
trends and competition in the internet industry in China;
rules and regulations governing the internet industry in China;
our ability to handle intellectual property rights-related matters; and
general economic and business conditions in China.

You should not place undue reliance on these forward-looking statements and you should read these statements in conjunction with other sections of this annual report, in particular the risk factors disclosed in “Item 3. Key Information—D. Risk Factors.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Moreover, we operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

2

PART I

Item 1.   Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.   Offer Statistics and Expected Timetable

Not applicable.

Item 3.   Key Information

Our Holding Company Structure and Contractual Arrangements with the Variable Interest Entity

Xunlei Limited is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in the variable interest entity. We conduct our operations in China through (i) our PRC subsidiaries, and (ii) the variable interest entity, with which we maintain contractual arrangements and its subsidiaries in China. PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in value-added telecommunication service, and prohibit foreign investment in internet cultural operating service and online transmission of audio-visual programs service. Accordingly, we operate these businesses in China through the variable interest entity, and rely on contractual arrangements among our PRC subsidiaries, the variable interest entity and its shareholders to control the business operations of the variable interest entity. Revenues contributed by the variable interest entity accounted for 95.47%, 88.12% and 90.67% of our total revenues in 2021, 2022 and 2023, respectively. As used in this annual report, “we,” “us,” “our company” and “our” refer to Xunlei Limited, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the variable interest entity in China, Shenzhen Xunlei Networking Technologies Co., Ltd., or Shenzhen Xunlei, which was established in January 2003 to operate our Xunlei internet platform together with its various subsidiaries in the PRC. Investors in our ADSs are not purchasing equity interest in the variable interest entity in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual agreements, including business operation agreement, equity pledge agreement, powers of attorney, exclusive technology support and services agreement, exclusive technology consulting and training agreement, proprietary technology license contract, intellectual properties purchase option agreement, equity interests disposal agreement and loan agreements, have been entered into by and among our subsidiary, the variable interest entity and its shareholders. Terms contained in each set of contractual arrangements with the variable interest entity and its shareholders are substantially similar. As a result of the contractual arrangements, we are able to direct the activities that most significantly affect the variable interest entity’s economic performance and are considered the primary beneficiary of the variable interest entity, and we have consolidated the financial results of the variable interest entity and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Shenzhen Xunlei.”

However, the contractual arrangements may not be as effective as ownership in providing us with control over the variable interest entity and we may incur substantial costs to enforce the terms of the arrangements. In addition, these agreements have not been tested in PRC courts. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the variable interest entity in China and its shareholders for our operations, which may not be as effective as ownership in providing operational control the variable interest entity and its subsidiaries” and “—The shareholders of Shenzhen Xunlei may have potential conflicts of interest with us, which may materially and adversely affect our business.”

3

The following diagram illustrates our corporate structure, including the variable interest entity and our principal subsidiaries and principal subsidiaries of the variable interest entity, as of the date of this annual report on Form 20-F:

Graphic

Notes:

(1)

Shenzhen Xunlei is the variable interest entity. Mr. Sean Shenglong Zou, our co-founder, Mr. Hao Cheng, our co- founder, Mr. Jianming Shi, Guangzhou Shulian Information Investment Co., Ltd. and Ms. Fang Wang own 76.0%, 8.3%, 8.3%, 6.7% and 0.7% of Shenzhen Xunlei’s equity interests, respectively.

(2)

The remaining 30% of the equity interest is owned by Mr. Hao Cheng.

(3)

The remaining 20% of the equity interest is owned by Service Center for Department of Culture and Tourism of Henan Province.

4

There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our PRC subsidiary with respect to its contractual arrangements with the variable interest entity and its shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If our PRC subsidiary or the variable interest entity is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in internet-related business and foreign investors’ mergers and acquisition activities in China, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “—Uncertainties exist with respect to the interpretation and implementation of the enacted PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”

Our corporate structure is subject to risks associated with our contractual arrangements with the variable interest entity. If the PRC government deems that our contractual arrangements with the variable interest entity do not comply with PRC regulatory restrictions on foreign investment in relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries and variable interest entity, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the variable interest entity and, consequently, significantly affect the financial performance of the variable interest entity and our company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.”

We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on our future offshore offerings (if any), anti-monopoly regulatory actions and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments or list on or remain listed on United States or other foreign exchanges outside of China. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be of little or no value. For a detailed description of risks related to doing business in China, please refer to “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China.”

The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of such securities to significantly decline or be of little or no value. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs.”

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the United States Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.

5

In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of the annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2023.

Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Permissions Required from the PRC Authorities for Our Operations

We conduct our business primarily through our PRC subsidiaries, the variable interest entity and its subsidiaries in China. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries, the variable interest entity and its subsidiaries in China have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company, our PRC subsidiaries, the variable interest entity and its subsidiaries in China, including, among others, the Value-added Telecommunication Services License and Online Culture Operation Permit. However, given the uncertainties of interpretation and implementation of laws and regulations and the enforcement practices of government authorities, we cannot assure you that we have obtained or will obtain all permits or licenses required for conducting our business in China. For example, neither Shenzhen Wangwenhua, an entity that operates our live streaming business, nor Shenzhen Xunlei, an entity that provides video content display services, is a registered owner of the license for online transmission of audio-visual programs. As a result, it is possible that the PRC government authorities could determine that these businesses are operating without sufficient licenses. We may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We are strictly regulated in China. Any lack of requisite licenses or permits applicable to our businesses or to our third-party services providers and any changes in government policies or regulations may have a material and adverse impact on our businesses, financial condition and results of operations.”

6

In addition, each of Shenzhen Wangwenhua, Shenzhen Xunlei and Xunlei Games has obtained a Value-added Telecommunication Services License for operating our online game business. Shenzhen Xunlei, which holds 100% of the equity interest in Shenzhen Wangwenhua and 70% of the equity interest in Xunlei Games, had previously obtained an Internet Publishing Services License for the publication of internet games, which expired on September 17, 2022. We are in the process of renewing such license and re-submitted the required documents to the competent authorities for review in October 2023. However, we cannot assure you that Shenzhen Xunlei will successfully renew its Internet Publishing Services License. Furthermore, neither Shenzhen Wangwenhua (including its subsidiary that operates online games) nor Xunlei Games has obtained an Internet Publishing Services License. Given the uncertainties involved in the interpretation and implementation of laws and regulations and the enforcement practices of government authorities, we cannot assure you that Shenzhen Wangwenhua and Xunlei Games are not required to obtain Internet Publishing Services Licenses as well. As a result, PRC government authorities may find that these entities are operating online game services without having the proper license and may penalize us accordingly. Upon such event, Shenzhen Xunlei, Shenzhen Wangwenhua and Xunlei Games could be ordered to cease their operations of such online game services, including our online games business, and could be subject to confiscation of illegal income and major equipment, or to fines. As of the date of this annual report, we have not received any administrative penalties, including fines, restrictions or suspension of our business, or regulatory inquiries for our operation without an effective Internet Publishing Services License. For more details, see “Item 3. Key Information—D. Risk Factors— Risks Related to Our Business—We may not be able to successfully address the challenges and risks we face in the online games market, such as a failure to operate popular, high-quality games or to obtain all the licenses required to operate online games, which may subject us to penalties from the government authorities, including the discontinuance of our online game business.”

Furthermore, in connection with our previous issuance of securities to foreign investors, under PRC laws, regulations and rules, as of the date of this annual report, we, our PRC subsidiaries and the variable interest entity (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through a cybersecurity review by the Cyberspace Administration of China, and (iii) have not received or been denied such requisite permissions by any PRC authorities.

However, the PRC government has promulgated rules and regulations to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore offerings (if any) under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval.”

Cash and Asset Flows through Our Organization

Under PRC laws, Xunlei Limited may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the variable interest entity only through loans, subject to satisfaction of applicable registration and approval requirements from the PRC government. For the year ended December 31, 2023, Xunlei Limited extended a loan of US$5.0 million to its subsidiaries in China. For the year ended December 31, 2021, 2022 and 2023, the variable interest entity received debt financing of US$23.5 million, US$25.5 million and US$0.4 million from Giganology (Shenzhen) Co., Ltd., which we refer to as our WFOE in this annual report, respectively.

Xunlei Limited is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, the variable interest entity and its subsidiaries in China. As a result, Xunlei Limited’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our PRC subsidiaries and the variable interest entity is required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” and “Item 3. Key Information—Risk Factors—Risks Related to Our Corporate Structure—We may rely principally on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of Giganology Shenzhen and Xunlei Computer to pay dividends to us could have a material adverse effect on our ability to conduct our business.”

7

Under PRC laws and regulations, our PRC subsidiaries and the variable interest entity are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE. The restricted amounts include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of the variable interest entity, in which we have no legal ownership, totaling US$169.2 million, US$172.1 million and US$173.2 million as of December 31, 2021, 2022 and 2023, respectively. For details, see “Item 3. Key Information—Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and government control of currency conversion may restrict or prevent us from making loans to our PRC subsidiaries and variable interest entity and its subsidiaries or making additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business.”

In the year ended December 31, 2021, 2022 and 2023, no assets other than cash were transferred through our organization.

Xunlei Limited has not declared or paid any cash dividends, nor does it have any present plan to pay any cash dividends on its common shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or common shares, see “Item 10. Additional Information—E. Taxation.”

The following discussion reflects the hypothetical taxes that might be required to be paid within mainland China, assuming that:

(i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:

Tax

    

calculation(1)

Hypothetical pre-tax earnings(2)

 

100%

Tax on earnings at statutory rate of 25%(3)

  

(25)%

Net earnings available for distribution

 

75%

Withholding tax at standard rate of 10%(4)

  

(7.5)%

Net distribution to Xunlei Limited/shareholders

 

67.5%

Notes:

(1)For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China.
(2)Under the terms of VIE agreements, our PRC subsidiaries may charge the VIE for services provided to VIE. These service fees shall be recognized as expenses of the VIE, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and VIE file income tax returns on a separate company basis. The service fees paid are recognized as a tax deduction by the VIE and as income by our PRC subsidiaries and are tax neutral.
(3)Certain of our subsidiaries and VIE qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
(4)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the VIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied.

8

The table above is based on the assumption that all profits of the VIE will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements. If, in the future, the accumulated earnings of the VIE exceed the service fees paid to our PRC subsidiaries (or if the current and contemplated fee structure between the inter-company entities is determined to be non-substantive and disallowed by Chinese tax authorities), the VIE could make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the VIE. This would result in the double taxation of earnings: once at the VIE level (nondeductible expense) and again at the WFOE level (for presumptive earnings on the transfer). This has the impact of reducing the amount available above from 67.5% to approximately 50.6% of pre-tax income, respectively. We believe that there is only a remote possibility that this scenario would happen.

Financial Information Related to the Variable Interest Entity

The following table presents the condensed consolidating schedule of financial information of Xunlei Limited, our WFOE (which is the primary beneficiary of the VIE), our other subsidiaries (excluding our WFOE), and the VIE and VIE’s subsidiaries, for the years ended December 31, 2021, 2022 and 2023 and as of the dates presented.

Selected Condensed Consolidated Statements of Operations Data

For the year ended December 31, 2023

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

    

Limited

subsidiaries

WFOE

subsidiaries

Elimination

Group

(US$ in thousands)

Inter-company total revenues (1)(5)

 

 

 

12,896

 

 

(12,896)

 

Third-party total revenues

 

 

34,051

 

 

330,860

 

 

364,911

Third-party costs of revenues

 

 

(23,589)

 

 

(177,060)

 

 

(200,649)

Inter-company operating expenses (1)(5)

 

 

 

 

(12,896)

 

12,896

 

Third-party operating expenses

 

(7,931)

 

(6,753)

 

(10,388)

 

(139,613)

 

 

(164,685)

Profit from subsidiaries and consolidated VIE (2)

 

16,948

 

6,153

 

6,995

 

 

(30,096)

 

Net income attributable to Xunlei Limited

 

14,225

 

9,875

 

13,226

 

6,995

 

(30,096)

 

14,225

For the year ended December 31, 2022

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

    

Limited

subsidiaries

WFOE

subsidiaries

Elimination

Group

(US$ in thousands)

Inter-company total revenues (1)(5)

 

 

 

4,863

 

 

(4,863)

 

Third-party total revenues

 

 

40,711

 

 

301,853

 

 

342,564

Third-party costs of revenues

 

 

(28,938)

 

 

(171,116)

 

 

(200,054)

Inter-company operating expenses (1)(5)

 

 

 

 

(4,863)

 

4,863

 

Third-party operating expenses

 

(6,436)

 

(4,784)

 

(4,580)

 

(115,578)

 

 

(131,378)

Profit from subsidiaries and consolidated VIE (2)

 

27,300

 

 

11,136

 

 

(38,436)

 

Net income attributable to Xunlei Limited

 

21,463

 

16,488

 

16,719

 

11,136

 

(44,343)

 

21,463

For the year ended December 31, 2021

    

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

Limited

subsidiaries

WFOE

subsidiaries

Elimination

Group

(US$ in thousands)

Inter-company total revenues(1)(5)

 

 

7,153

 

879

 

 

(8,032)

 

Third-party total revenues

 

 

10,865

 

 

228,736

 

 

239,601

Third-party costs of revenues

 

 

(8,881)

 

 

(109,722)

 

 

(118,603)

Inter-company operating expenses(1)(5)

 

 

 

 

(8,032)

 

8,032

 

Third-party operating expenses

 

(3,302)

 

(10,281)

 

(552)

 

(110,367)

 

 

(124,502)

Profit from subsidiaries and consolidated VIE (2)

 

3,935

 

 

2,913

 

 

(6,848)

 

Net income attributable to Xunlei Limited

 

1,191

 

876

 

3,059

 

2,913

 

(6,848)

 

1,191

9

Selected Condensed Consolidated Balance Sheets Data

As of December 31, 2023

    

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

Limited

subsidiaries

WFOE

subsidiaries

Elimination

Group

(US$ in thousands)

Cash and cash equivalents

 

31,919

 

14,762

 

86,835

 

37,286

 

 

170,802

Short-term investments

 

28,382

 

 

57,871

 

14,825

 

 

101,078

Accounts receivable, net

 

 

3,359

 

 

27,851

 

 

31,210

Inventories

 

 

 

 

2,219

 

 

2,219

Amount due from group companies (3)(5)

 

6,583

 

3,349

 

87,971

 

5,278

 

(103,181)

 

Due from related parties

 

 

300

 

14

 

12,330

 

 

12,644

Prepayments and other current assets

 

1,720

 

826

 

4,298

 

2,579

 

 

9,423

Investments in subsidiaries and consolidated VIE (2)

 

68,086

 

162,689

 

 

 

(230,775)

 

Long-term investments

 

 

25,466

 

 

6,668

 

 

32,134

Due from related parties, non-current

19,619

19,619

Deferred tax assets

 

 

478

 

 

 

 

478

Property and equipment, net

 

 

126

 

20

 

59,882

 

 

60,028

Operating lease assets

575

575

Intangible assets, net

 

 

 

 

5,697

 

 

5,697

Goodwill

 

 

 

 

20,826

 

 

20,826

Amount due from group companies, non-current portion (3)

 

199,864

 

 

 

 

(199,864)

 

Other long-term prepayments and non-current assets

 

 

 

25

 

1,928

 

 

1,953

Total assets

 

336,554

 

230,974

 

237,034

 

197,944

 

(533,820)

 

468,686

Accounts payable

 

 

2,913

 

 

21,517

 

 

24,430

Amount due to group companies (3)(5)

 

8,150

 

1,088

 

203

 

93,740

 

(103,181)

 

Contract liabilities, current portion

 

 

1,652

 

 

34,723

 

 

36,375

Income tax payable

 

72

 

1,034

 

546

 

4,739

 

 

6,391

Accrued liabilities and other payables

 

3,470

 

4,422

 

3,781

 

42,035

 

 

53,708

Lease liabilities, current portion

 

 

 

 

276

 

 

276

Bank borrowings, current portion

 

 

 

 

6,906

 

 

6,906

Contract liabilities and deferred income, non‑current portion

 

 

 

 

846

 

 

846

Deferred tax liabilities

 

 

 

 

513

 

 

513

Bank borrowings, non-current portion

 

 

 

 

15,539

 

 

15,539

Lease liabilities, non-current portion

 

 

 

 

229

 

 

229

Deficits in subsidiaries and consolidated VIE (2)

 

 

 

90,632

 

 

(90,632)

 

Amount due to group companies, non-current portion (3)

 

 

91,360

 

39,602

 

68,902

 

(199,864)

 

Total liabilities

 

11,692

 

102,469

 

134,764

 

289,965

 

(393,677)

 

145,213

Total shareholders’ equity/(deficits)

 

324,862

 

128,505

 

102,270

 

(90,632)

 

(140,143)

 

324,862

Non-controlling interests

 

 

 

 

(1,389)

 

 

(1,389)

Total liabilities, non-controlling interests and shareholders’ equity

 

336,554

 

230,974

 

237,034

 

197,944

 

(533,820)

 

468,686

10

As of December 31, 2022

    

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

Limited

subsidiaries

WFOE

subsidiaries

Elimination

Group

(US$ in thousands)

Cash and cash equivalents

 

32,004

 

13,526

 

79,482

 

52,142

 

 

177,154

Short-term investments

 

29,342

 

 

54,284

 

 

 

83,626

Accounts receivable, net

 

 

601

 

 

29,162

 

 

29,763

Inventories

 

 

 

 

457

 

 

457

Amount due from group companies (3)(5)

 

5,808

 

199

 

66,531

 

5,326

 

(77,864)

 

Due from related parties

 

 

19,782

 

14

 

13,121

 

 

32,917

Prepayments and other current assets

 

927

 

722

 

4,044

 

2,574

 

 

8,267

Restricted cash

 

 

 

 

7,654

 

 

7,654

Investments in subsidiaries and consolidated VIE (2)

 

49,888

 

159,146

 

 

 

(209,034)

 

Long-term investments

 

 

25,466

 

 

5,345

 

 

30,811

Deferred tax assets

 

 

213

 

 

 

 

213

Property and equipment, net

 

 

164

 

25

 

61,545

 

 

61,734

Operating lease assets

 

 

 

 

865

 

 

865

Intangible assets, net

 

 

 

 

6,546

 

 

6,546

Goodwill

 

 

 

 

21,179

 

 

21,179

Amount due from group companies, non-current portion (3)

 

200,471

 

 

28,716

 

 

(229,187)

 

Other long-term prepayments and non-current assets

 

 

 

43

 

2,094

 

 

2,137

Total assets

 

318,440

 

219,819

 

233,139

 

208,010

 

(516,085)

 

463,323

Accounts payable

 

55

 

1,977

 

2

 

23,398

 

 

25,432

Amount due to group companies (3)(5)

 

5,028

 

899

 

12

 

71,925

 

(77,864)

 

Due to related parties

 

1,560

 

 

 

 

 

1,560

Contract liabilities and deferred income, current portion

 

 

1,186

 

 

37,781

 

 

38,967

Income tax payable

 

10

 

1,223

 

1,011

 

3,342

 

 

5,586

Accrued liabilities and other payables

 

1,894

 

2,018

 

2,080

 

43,446

 

 

49,438

Lease liabilities, current portion

 

 

 

 

283

 

 

283

Bank borrowings, current portion

 

 

 

 

7,024

 

 

7,024

Contract liabilities and deferred income, non‑current portion

 

 

 

 

876

 

 

876

Deferred tax liabilities

 

 

 

 

687

 

 

687

Bank borrowings, non-current portion

 

 

 

 

24,750

 

 

24,750

Lease liabilities, non-current portion

 

 

 

 

299

 

 

299

Deficits in subsidiaries and consolidated VIE (2)

 

 

 

101,946

 

 

(101,946)

 

Amount due to group companies, non-current portion (3)

 

 

91,381

 

40,189

 

97,617

 

(229,187)

 

Total liabilities

 

8,547

 

98,684

 

145,240

 

311,428

 

(408,997)

 

154,902

Total shareholders’ equity/(deficits)

 

309,893

 

121,135

 

87,899

 

(101,946)

 

(107,088)

 

309,893

Non-controlling interests

 

 

 

 

(1,472)

 

 

(1,472)

Total liabilities, non-controlling interests and shareholders’ equity

 

318,440

 

219,819

 

233,139

 

208,010

 

(516,085)

 

463,323

11

Selected Condensed Consolidated Statements of Cash Flows Data

For the year ended December 31, 2023

    

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

Limited

subsidiaries

WFOE

Subsidiaries

Elimination

Group

(US$ in thousands)

Purchases of goods and services from group companies (4)

 

 

 

(217)

 

 

217

 

Sales of goods and services to group companies (4)

 

 

 

 

217

 

(217)

 

Other operating activities with external parties

 

(391)

 

4,198

 

(5,725)

 

27,634

 

 

25,716

Net cash (used in)/generated from operating activities

 

(391)

 

4,198

 

(5,942)

 

27,851

 

 

25,716

Loans to group companies (4)

 

(188)

 

(3,150)

 

(437)

 

 

3,775

 

Repayment of loans from group companies (4)

 

 

 

19,285

 

 

(19,285)

 

Other investing activities with external parties

 

2,031

 

 

(3,944)

 

(21,985)

 

 

(23,898)

Net cash generated from/(used in) investing activities

1,843

(3,150)

14,904

(21,985)

(15,510)

(23,898)

Loans from group companies (4)

 

3,150

 

188

 

 

437

 

(3,775)

 

Repayment of loans to group companies (4)

 

 

 

 

(19,285)

 

19,285

 

Other financing activities with external parties

 

(4,687)

 

 

 

(8,837)

 

 

(13,524)

Net cash (used in)/generated from financing activities

 

(1,537)

 

188

 

 

(27,685)

 

15,510

 

(13,524)

Net (decrease)/increase in cash and cash equivalents

 

(85)

 

1,236

 

8,962

 

(21,819)

 

 

(11,706)

Cash, cash equivalents and restricted cash at beginning of year

 

32,004

 

13,526

 

79,482

 

59,796

 

 

184,808

Effect of exchange rates on cash, cash equivalents and restricted cash

 

 

 

(1,609)

 

(691)

 

 

(2,300)

Cash, cash equivalents and restricted cash at end of year

 

31,919

 

14,762

 

86,835

 

37,286

 

 

170,802

For the year ended December 31, 2022

    

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

Limited

subsidiaries

WFOE

Subsidiaries

Elimination

Group

(US$ in thousands)

Purchases of goods and services from group companies (4)

 

 

 

 

(29,738)

 

29,738

 

Sales of goods and services to group companies (4)

 

 

 

29,738

 

 

(29,738)

 

Other operating activities with external parties

 

(948)

 

6,519

 

(9,146)

 

54,684

 

 

51,109

Net cash (used in)/generated from operating activities

 

(948)

 

6,519

 

20,592

 

24,946

 

 

51,109

Loans to group companies (4)

 

(3,450)

 

 

(25,580)

 

 

29,030

 

Repayment of loans from group companies (4)

 

 

 

10,830

 

 

(10,830)

 

Other investing activities with external parties

 

11,134

 

(1,000)

 

10,425

 

(8,801)

 

 

11,758

Net cash generated from/(used in) investing activities

7,684

(1,000)

(4,325)

(8,801)

18,200

11,758

Loans from group companies (4)

 

 

3,450

 

 

25,580

 

(29,030)

 

Repayment of loans to group companies (4)

 

 

 

 

(10,830)

 

10,830

 

Other financing activities with external parties

 

(6,747)

 

 

 

13,388

 

 

6,641

Net cash (used in)/generated from financing activities

 

(6,747)

 

3,450

 

 

28,138

 

(18,200)

 

6,641

Net (decrease)/increase in cash and cash equivalents

 

(11)

 

8,969

 

16,267

 

44,283

 

 

69,508

Cash, cash equivalents and restricted cash at beginning of year

 

32,015

 

4,557

 

70,141

 

20,723

 

 

127,436

Effect of exchange rates on cash, cash equivalents and restricted cash

 

 

 

(6,926)

 

(5,210)

 

 

(12,136)

Cash, cash equivalents and restricted cash at end of year

 

32,004

 

13,526

 

79,482

 

59,796

 

 

184,808

12

For the year ended December 31, 2021

    

Xunlei

    

Other

    

    

VIE and VIE’s

    

    

Consolidated

Limited

subsidiaries

WFOE

Subsidiaries

Elimination

Group

(US$ in thousands)

Operating activities with external parties

 

(5,732)

 

8,654

 

(8,387)

 

24,945

 

 

19,480

Net cash (used in)/generated from operating activities

 

(5,732)

 

8,654

 

(8,387)

 

24,945

 

 

19,480

Loans to group companies (4)

 

(26,391)

 

(23,527)

 

 

 

49,918

 

Repayment of loans from group companies (4)

 

 

19,123

 

5,302

 

 

(24,425)

 

Other investing activities with external parties

 

6,553

 

(19,755)

 

 

(19,417)

 

 

(32,619)

Net cash (used in)/generated from investing activities

 

(19,838)

 

(24,159)

 

5,302

 

(19,417)

 

25,493

 

(32,619)

Loans from group companies (4)

 

 

26,391

 

 

23,527

 

(49,918)

 

Repayment of loans to group companies (4)

 

 

 

 

(24,425)

 

24,425

 

Other financing activities with external parties

 

 

 

 

(223)

 

 

(223)

Net cash generated from/(used in) financing activities

 

 

26,391

 

 

(1,121)

 

(25,493)

 

(223)

Net (decrease)/increase in cash and cash equivalents

 

(25,570)

 

10,886

 

(3,085)

 

4,407

 

 

(13,362)

Cash, cash equivalents and restricted cash at beginning of year

 

57,585

 

42,520

 

22,859

 

15,825

 

 

138,789

Effect of exchange rates on cash, cash equivalents and restricted cash

 

 

1,396

 

122

 

491

 

 

2,009

Cash, cash equivalents and restricted cash at end of year

 

32,015

 

54,802

 

19,896

 

20,723

 

 

127,436

Notes:

(1)Inter-company sales of goods and services were eliminated at the consolidation level.
(2)It represents the elimination of the investments in subsidiaries and the VIE and the VIE’s subsidiaries by group companies.
(3)It represents the elimination of inter-company balances among Xunlei Limited, other subsidiaries, our WFOE, the VIE and the VIE’s subsidiaries.
(4)It represents the elimination of inter-company operating, investing and financing activities among Xunlei Limited, other subsidiaries, our WFOE, the VIE and the VIE’s subsidiaries.
(5)For the years ended December 31, 2021, 2022 and 2023, the VIE incurred US$0.9 million, US$4.9 million and US$12.9 million in fees related to technical services provided by our WFOE and our WFOE concurrently recognized the same amounts as revenues, respectively. Unsettled balance of such transactions was US$4.0 million and US$17.5 million as of December 31, 2022 and 2023, respectively.

A.          [Reserved]

B.          Capitalization and Indebtedness

Not applicable.

C.          Reasons for the Offer and Use of Proceeds

Not applicable.

13

D.          Risk Factors

Summary of Risk Factors

An investment in our ADSs involves significant risks. You should carefully consider all of the information in this annual report, including the risks and uncertainties described below, before making an investment in our ADSs. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ADSs could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Risks and uncertainties relating to our business include, but are not limited to, the following:

Our business model is currently undergoing significant innovation and transition, and our historical growth rate may not be indicative of our future performance and our new business may not be successful;
The laws and regulations governing the operation of blockchain products and services in China are evolving and subject to changes. If we fail to comply with existing and future applicable laws, regulations or requirements of local regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected;
We may not be able to retain our large user base, convert our users into subscribers of our premium services or maintain our existing subscribers;
The intellectual property protection mechanism we have implemented may not always be effective or sufficient. Certain services we provide to our users have exposed us to and may continue to expose us to copyright infringement claims and other related claims. Any damage awards, injunctive relief and/or court orders could materially and adversely affect our existing business model, divert our management’s attention and adversely impact our business and reputation;
We are subject to various risks in connection with our international operations;
If we fail to keep up with the technological development in the internet industry and users’ changing demand, our business, financial condition and results of operations may be materially and adversely affected;
We may be subject to claims or lawsuits outside of China, which could increase our risk of direct or indirect liabilities for our existing or future service offerings;
We may not be able to prevent unauthorized use of our intellectual property or disclosure of our trade secrets and other proprietary information, which could reduce demand for our services and have material and adverse impacts on our business, financial condition and results of operations;
The revenue model for our live streaming business may not remain effective and we cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit;
Regulatory uncertainties exist with respect to our historical LinkToken operations, which may have an adverse effect on our business and results of operations;
We may fail to offer attractive content for our live streaming services or to attract and retain talented and popular broadcasters, which may materially adversely affect the operation of our live streaming services and its results of operations;
We may be held liable for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, if such content is deemed to violate laws or regulations in China and other jurisdictions, or for improper or fraudulent activities conducted on our platform, and authorities in China and other jurisdictions may impose legal sanctions on us and our reputation may be damaged; and

14

System failure, interruptions and downtime, including those caused by cyber-attacks or security breaches, can result in user dissatisfaction, adverse publicity or leakage of confidential information of our users and customers, and our business, financial condition, results of operations may be materially and adversely affected; and
Our business is subject to complex and evolving PRC and international laws and regulations regarding data privacy and cybersecurity. Failure to comply with these laws and regulations would result in claims, penalties, damages to our reputation and brand or otherwise harm our business.

Risks Related to Our Corporate Structure

Risks and uncertainties relating to our corporate structure include, without limitation, the following:

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in internet-related business and foreign investors’ mergers and acquisition activities in China, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations;
We rely on contractual arrangements with the variable interest entity in China and its shareholders for our operations, which may not be as effective as ownership in providing operational control the variable interest entity and its subsidiaries; and
Any failure by Shenzhen Xunlei or its shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business.

Risks Related to Doing Business in China

We are also subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following:

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations” on page 43;
Regulation and censorship of information disseminated over the internet in China have adversely affected our business and may continue to adversely affect our business, and we may be liable for the digital media content on our platform. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Regulation and censorship of information disseminated over the internet in China have adversely affected our business and may continue to adversely affect our business, and we may be liable for the digital media content on our platform” on page 43;
The PRC government’s oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs” on page 45;
Uncertainties with respect to the PRC legal system could adversely affect us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us” on page 45;

15

The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” on page 55; and
Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” on page 55.

General Risks Related to The ADSs

In addition to the risks described above, we are subject to general risks related to the ADSs, including, without limitation, the following:

The market price of our ADSs may be volatile;
You may be subject to limitations on transfer of your ADSs;
The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct how the common shares which are represented by your ADSs are voted; and
You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law, we conduct our operations primarily in China and substantially all of our directors and officers reside outside the United States.

Risks Related to Our Business

Our business model is currently undergoing significant innovation and transition, and our historical growth rate may not be indicative of our future performance and our new business may not be successful.

We launched our core product, Xunlei Accelerator, in 2004 and subscription services in 2009 to enable users to quickly access and consume digital media content. Coupled with our core product and services, we also provide a range of internet value-added services. Our cloud acceleration product offered by our subscription services has maintained nationwide popularity in the past few years. Our business model is currently undergoing significant innovation and continued transition. We have launched several new services and products in recent years, such as cloud computing products and products based on blockchain technology. The evolving business model and expansion into the new services involve new risks and challenges. For example, we have been investing in our blockchain business in the past few years but the profitability of such new initiatives has yet to be proven. A major product we have developed in blockchain area is ThunderChain, a blockchain infrastructure product. However, we have not been able to generate meaningful revenue from such product so far and may be unable to do so in the future. There are also substantial uncertainties with respect to our cloud computing business. For instance, revenues from one purchaser of our content delivery network (CDN) services contributed a large portion of our total revenues generated by the provision of CDN services. Moreover, the technologies supporting our cloud computing business and blockchain business are new and rapidly evolving. If we fail to explore these new technologies and apply them innovatively to keep our products and services competitive, we may experience immediate decline in the growth of our businesses. In addition, the regulatory environment surrounding these businesses may also be evolving and any unfavorable developments may adversely affect our businesses.

16

Although we are continuously improving our existing products and services and rolling out new products and services to attract our subscribers, our efforts may not be successful. See also “—We may not be able to retain our large user base, convert our users into subscribers of our premium services or maintain our existing subscribers” and “—Risks Related to Doing Business in China—Regulation and censorship of information disseminated over the internet in China have adversely affected our business and may continue to adversely affect our business, and we may be liable for the digital media content on our platform.”

Due to the abovementioned factors, our historical growth rate may not be indicative of our future performance and our new business initiatives may not be successful. As a result, we cannot assure you that we will grow at the same rate as we did in the past, if at all.

The laws and regulations governing the operation of blockchain products and services in China are evolving and subject to changes. If we fail to comply with existing and future applicable laws, regulations or requirements of local regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected.

We launched ThunderChain, a blockchain infrastructure platform, in 2018. Currently, our strategic focus in the blockchain sector is on the development of blockchain applications. In 2022, we launched a blockchain-based enterprise digital collection service platform to utilize ThunderChain to provide a number of services, including digital collection minting, showcasing and management. The digital collections minted via blockchain technology are permanently preserved in ThunderChain with unique serial numbers through the deployment of smart contract technology.

The blockchain industry in China is an emerging industry. The PRC government has yet to establish a comprehensive regulatory framework. The laws and regulations governing the operation of blockchain products and services in China are also rapidly developing and evolving. On January 10, 2019, the Cyberspace Administration of China issued the Provisions on the Administration of Blockchain Information Services, which came into effect on February 15, 2019. Pursuant to these provisions, a blockchain information service provider is required to file its particulars, including its name, service category, service form, application field and server address, with the blockchain information service filing management system managed by the Cyberspace Administration of China and go through filing procedures within ten business days after it starts to provide services. After completing the filing procedure, the blockchain information service provider should display the filing number in a conspicuous position on the service provider’s websites and applications through which it provides services. Our subsidiaries providing blockchain information services have completed these filing procedures with the regulatory authorities and obtained the filing numbers. In addition to the filing requirements, these provisions also impose an array of other requirements on the blockchain information service providers. See “Item 4. Information on the Company—B. Business Overview—Regulation—PRC regulation on blockchain information services” for more details.

Laws and regulations on digital assets in China, such as Circular on Further Preventing and Disposing of Risks in Virtual Currency Trading and Speculation, prohibit all fungible tokens trading activities, including, but not limited to, initial coin offerings, information intermediary and pricing services and derivative transactions. Additionally, the Proposals on Preventing NFT-related Financial Risks, which were jointly issued by the National Internet Finance Association of China, China Banking Association and the Securities Association of China in April 2022, contain an undertaking from these three associations not to financialize or securitize non-fungible tokens, or NFTs, and not to provide trading services or related financial services for NFTs in any form. As of the date of this annual report, there is no clear definition and scope of NFTs under these laws and regulations, which results in uncertainties on whether the digital collections provided on our platform will be deemed to be NFTs, whether the services we provide will be subject to laws and regulations relating to fungible token trading activities and, if so, how our services will be regulated. Consequently, we do not allow users to trade any digital collectibles on our platform to minimize the risks associated with trading digital collectibles on our platform. However, our users are able to re-gift their digital collectibles 180 days after obtaining ownership. Our practices may be inconsistent with new laws or regulations or the interpretation and application of existing laws or regulations, and thus we may need to adjust our business to comply with new laws, regulations and orders from competent governmental authorities, if any, from time to time, which could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business. We cannot assure you that we would be able to satisfy the governmental authorities’ orders or requirements and fully comply with any new token-related rules or interpretations on a timely basis. We might be subject to additional regulatory risks, including adjustment or even termination of our current business practices, and our business and results of operations may be adversely affected.

17

Since blockchain technology and other related technologies are evolving rapidly, new laws, regulations and governmental policies may be adopted from time to time by PRC authorities to impose additional restrictions or require filings, licenses or permits for operating blockchain related business. If we fail to maintain any of the required filings, permits, approvals or licenses in a timely manner, or at all, we may be subject to various penalties, including fines and discontinuation of or restriction on our operations. In addition, we are unable to predict with certainty the impact, if any, that future legislation, judicial interpretations or regulations relating to the blockchain industry will have on our business, financial condition and results of operations. To the extent that we are not able to fully comply with any new laws or regulations when they are promulgated, our business, financial condition and results of operations as well as the price of our ADSs may be materially and adversely affected.

We may not be able to retain our large user base, convert our users into subscribers of our premium services or maintain our existing subscribers.

Our Xunlei Accelerator had approximately 48.6 million monthly unique visitors in December 2023 according to our internal records. If we are unable to consistently provide our users with quality services and experience, if users do not perceive our service offerings to be of value, or if we introduce new or adjust existing features or change the mix of digital media content in a manner that is not favorably received by our users, we may not be able to retain our existing user base.

We experienced fluctuations in the number of subscribers in the past partly due to the intensified scrutiny over internet content from the Chinese government, and may continue to experience fluctuations in the future. We have put in more efforts to monitor the content on our platform in response to government campaigns against inappropriate internet content and experienced a decline in the number of subscribers from 2014 to 2020. However, we managed to realize a growth in the number of subscribers since 2020 primarily as a result of our continuous product optimization and development. However, such favorable trends may not sustain, and any increase in the number of subscribers may not necessarily lead to a corresponding increase in revenue. Similar government action or other forces may make it challenging for us to retain our user base, or may contribute to a decline in our user base, in the future. See “—Risks Related to Doing Business in China—Regulation and censorship of information disseminated over the internet in China have adversely affected our business and may continue to adversely affect our business, and we may be liable for the digital media content on our platform.”

In the long term, even without taking into account the abovementioned restrictions, we cannot assure you that we would be able to retain our large user or subscriber base. For example, our efforts to provide greater incentives for our users to subscribe, including marketing activities to highlight the value of differentiated subscriber-only services, such as Green Channel, may not continue to succeed. Our subscribers may stop their subscriptions or other spending on our products or services because we no longer serve their needs or if we are unable to offer a satisfying user experience or successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers, which would adversely impact our business, results of operations and prospects. In addition, the development of technologies may also render our acceleration technology obsolete. For example, the development of 5G technology significantly increased the speed of wireless mobile communications. Although it is generally expected that 5G technology would significantly change people’s life, when and how it will happen are yet to be fully demonstrated. The new technology will create new business opportunities, but it may also alter people’s online habits, which in turn may have a negative impact on our businesses such as our subscription and cloud computing business.

We believe that maintaining and enhancing our Xunlei brand is of significant importance to the success of our business. A well-recognized brand is critical to increasing our user base and, in turn, enhancing our attractiveness to advertisers, subscribers and paying users. If we fail to sustain or improve the strength of our brand, we may subsequently experience difficulty in maintaining market share. We have developed our reputation and established a leading position by providing our users with superior acceleration services and cloud computing services. We will continue to conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion effects we expect. In addition, any negative publicity in relation to our services or our marketing or promotion practices, regardless of its veracity, could harm our brand image and, in turn, result in a reduced number of users and advertisers. Historically, there was negative publicity about our company, our products and services and certain key members of our management team, which adversely affected our brand, public image and reputation. If we fail to maintain and enhance our brand, or if we incur excessive expenses in this effort, our business, financial condition and results of operations may be materially and adversely affected.

18

The intellectual property protection mechanism we have implemented may not always be effective or sufficient. Certain services we provide to our users have exposed us to and may continue to expose us to copyright infringement claims and other related claims. Any damage awards, injunctive relief and/or court orders could materially and adversely affect our existing business model, divert our management’s attention and adversely impact our business and reputation.

Our success depends, in large part, on our ability to operate our business without infringing, misappropriating or otherwise violating third-party rights, including third-party intellectual property rights. Internet, technology and media companies are frequently involved in litigations based on allegations of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation and other violations of third-party rights. In the ordinary course of our business, we receive, from time to time, written notices from third parties claiming that certain content and games on our network, websites, products or services infringe their copyrights or the copyrights of third parties. These notices may contain threats to take legal actions against us or requests for cessation of distribution, marketing or displaying such content or games on our network, websites, products or services. As of the date of this annual report, we are involved in seven pending copyright lawsuits in China. Almost all of these claims alleged that content on our network, products or services constitute infringements of the plaintiffs’ copyrights. The total amount of damages claimed in these pending copyright lawsuits is approximately RMB30.0 million (US$4.3 million). See also “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” These pending lawsuits, claims alleging copyright infringement or other claims arising from the content accessible through our distributed computing network, or on our websites or through our other services, with or without merit, may lead to damage awards and/or court orders, diversion of our management’s attention and financial resources and negative publicity affecting our brand and reputation, and therefore may adversely affect our results of operations and business prospects.

We provide subscribers with limited space to temporarily store content downloaded on our servers for optimal acceleration performance. Subscribers may also request our cloud servers to transmit a file on their behalf and download it to their local storage. We also provide users with cloud storage services through Xunlei Cloud Drive, which allows users to download and upload documents, images, audios, videos and other files to cloud servers at an accelerated speed. See “Item 4. Information on the Company—B. Business Overview—Our Platform.” In addition, certain of our services allow users to upload files and various media content after they create accounts with us, convert the files into links and share such links with designated persons. We do not provide users with any links to third parties, nor do we download or save any content from third parties for our users on our own initiative. Although we have made commercially reasonable efforts to request users to comply with applicable intellectual property laws, we cannot ensure that all of our users have the rights to use, transmit or share such content or if such content do not infringe third-party intellectual property rights. We have implemented internal procedures to meet the requirements under laws and regulations of the PRC and certain other jurisdictions to monitor and review content available on our platform, and remove content promptly once we receive notice of infringement from the legitimate right holder. See also “Item 4. Information on the Company—B. Business Overview—Intellectual Property—Digital media data monitoring and copyright protection” for more details. However, due to the significant amount of digital media content accessible through our acceleration services and other value-added services, we cannot guarantee the effectiveness of our intellectual property protection mechanisms and measures. We may be liable for temporarily storing or transmitting content or creating links representing content on behalf of our subscribers if such content infringes third-party intellectual property rights, and any such potential legal liabilities could materially and adversely affect our business.

In addition, we cannot assure you that our technologies, business methods and services, including those relating to our resource discovery network, will be free from claims of patent infringements, and that patent holders would not seek to enforce such patents against us in China, the United States or any other jurisdictions. We are currently not involved in any patent infringement case in China, however, we were involved in a patent infringement case in the past and we cannot assure you that we will not be involved in similar cases in the future. In addition, our analysis may fail to identify all relevant patents and patent applications. For example, there may be currently pending applications, unknown to us, that may later result in issued patents that are infringed by our products, services or other aspects of our business. There could also be existing patents of which we are not aware that our products may inadvertently infringe. Third parties may attempt to enforce such patents against us. Further, the application and interpretation of PRC patent laws and the procedures and standards for granting patents in China are still evolving, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. Any patent infringement claims, regardless of their merits, could be time-consuming and costly to us. If we were found to infringe third-party patents and were not able to adopt non-infringing technologies, our ability to operate our business may be severely limited, and our results of operations could be materially and adversely affected.

19

The validity, enforceability and scope of protection of intellectual property in internet-related industries in different jurisdictions are uncertain and still evolving. As we face increasing competition and as litigation becomes more common in resolving commercial disputes in China and overseas countries, we face a higher risk of intellectual property infringement claims. Pursuant to a judicial interpretation on infringement of the right of internet dissemination promulgated by the Supreme People’s Court of China in December 2012, which was revised in December 2020 and became effective on January 1, 2021, service providers are required to remove not only links or content specifically mentioned in the notices of infringement from rights holders, but also links or content they “should have known” to contain infringing content. The interpretation further provides that where an internet service provider has directly obtained economic benefits from any content made available by an internet user, it has a higher duty of care with respect to internet users’ infringement of third-party copyrights. This interpretation may subject internet service providers, including us, to significant administrative burdens and litigation risks. See “Item 4. Information on the Company—B. Business Overview—Regulation—PRC regulation on intellectual property rights.” Interested parties may lobby for more robust intellectual property protection in jurisdictions in which we conduct business or may conduct business, and intellectual property laws in China and other such jurisdictions where we have business operations, such as the Middle East and Southeast Asia, may become less favorable to our business. Any of such changes could materially affect our users’ experience and in turn have a material adverse impact on our business.

We are subject to various risks in connection with our international operations.

We have been exploring opportunities in overseas markets. For example, in 2021, we launched Hiya, an audio live streaming platform targeting overseas markets. In 2023, Hiya realized a rapid growth and generated a revenue of US$27.9 million, accounting for 7.6% of our total revenues in 2023. Users of Hiya are mainly from countries in the Middle East, Southeast Asia, South Asia and North Africa. Operating business internationally may expose us to additional risks and uncertainties. As we have very limited experience in operating our business in overseas markets, we may be unable to attract a sufficient number of users, fail to anticipate competitive conditions or face difficulties in operating effectively or adapting our business models in overseas markets. Our international operations and expansion efforts have resulted in and may continue to result in increased costs and are subject to a variety of risks, including difficulties in obtaining licenses, approvals or other applicable government authorizations, content controls imposed by local authorities, uncertain enforcement of our intellectual property rights, potential claims for intellectual property infringements and the complexity of compliance with foreign laws and regulations. Compliance with applicable laws, regulations and rules related to our business in multiple jurisdictions, including those related to live streaming services, content, data privacy, virtual items, anticorruption, anti-money laundering and protection of minors, results in costs and potential risks in doing business in these jurisdictions, including the Middle East, Southeast Asia, South Asia and North Africa. In some cases, compliance with the laws and regulations in one jurisdiction may result in a violation of the laws and regulations of another jurisdiction. As we expand our business overseas, we cannot assure you that we will be able to fully comply with the legal requirements of each jurisdiction and successfully adapt our business model to local market conditions.

Our overseas operations could also be materially and adversely affected by heightened tensions in international relations. In recent years, there have been changes in international trade policies and rising political tensions, particularly between the U.S. and China. The U.S. government has made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies towards China. Rising trade and political tensions could reduce levels of trades, investments, technological exchanges and other economic activities between China and other countries, which would have an adverse effect on global economic conditions, the stability of global financial markets, and international trade policies. Rising trade and political tensions could materially adversely affect Chinese companies’ overseas operations and our ability to provide services to users in those countries. Unfavorable government policies on international trade, such as capital controls or tariffs, could also adversely affect consumer demands, financial and economic conditions in the jurisdictions in which we operate. In particular, if any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, especially, if the U.S. government takes retaliatory trade actions due to the U.S.-China trade and political tension, such changes could have an adverse effect on our business, financial condition and results of operations. In addition, our results of operations could be adversely affected if any such tensions or unfavorable government trade policies harm the Chinese economy or the global economy in general. Margins on sales of our products in foreign countries, and on sales of products that include components obtained from foreign suppliers, could be materially and adversely affected by international trade regulations, including duties, tariffs and antidumping penalties. We are also exposed to credit and collectability risk on our trade receivables in certain international markets. There can be no assurance that we can effectively limit our credit risk and avoid losses. In addition, political instability may also expose us to additional risks and uncertainties. If any of these economic or political risks materializes and we fail to anticipate and effectively manage them, we may suffer a material adverse effect on our business and results of operations.

20

If we fail to keep up with the technological development in the internet industry and users’ changing demand, our business, financial condition and results of operations may be materially and adversely affected.

The internet industry is rapidly evolving and subject to continual technological changes. As the internet infrastructure continues to develop, the internet may become more easily accessible through alternative technological innovations in the future, which may make our existing products and services less attractive to our users. In addition, user demand for internet content may also shift over time. Currently, internet users appear to have significant demand for multimedia acceleration, online games and online streaming services, and we expect such demand to continue. However, we cannot assure you that the behavior of internet users will not change in the future. For example, it is expected that the development of 5G technology may have impacts on mobile internet user’s behavior. If 5G technology reduces our users’ demand for internet acceleration, our membership subscription and cloud computing services will be negatively affected unless we are able to successfully develop alternative products or services to take advantage of new opportunities created by this new technology. If we fail to upgrade our services in response to changes in user demand in an effective and timely manner, the number of our users and advertisers may decrease.

Furthermore, changes in technologies and user demand may require substantial capital expenditures in product development and infrastructure. To further expand our user base and offer our users a wider range of access points, we are expanding our business to mobile devices in part through potentially pre-installed acceleration products in mobile phones. In addition, we are continually developing and upgrading products and services, including our cloud computing services, and seeking strategic cooperation with hardware manufacturers such as smartphone makers, all of which may require us to devote significant resources. However, if we are not able to perfect our new technologies or to achieve the intended results, if our innovations cannot respond to the needs of our users, or if our users are not attracted to our upgraded or new products and services, we may not be able to maintain or expand our user base, and our business, results of operations and prospects may be materially and adversely affected.

We may be subject to claims or lawsuits outside of China, which could increase our risk of direct or indirect liabilities for our existing or future service offerings.

We may be subject to claims or lawsuits outside of China, such as the United States, the Middle East and Southeast Asia, by virtue of our listing in the United States, the ownership of our ADSs by investors, doing business in overseas markets, the extraterritorial application of foreign law by foreign courts or for other reasons. We have attracted, and expect to continue to attract, attention from intellectual property owners outside of China. With the expansion of our overseas business, users in different jurisdictions such as the Middle East and Southeast Asia are able to access our products and services. If we are determined to be bound by the copyright laws and regulations in jurisdictions outside of China by virtue of allowing users in those jurisdictions to access our products and services, we would be subject to heightened risks of intellectual property infringement liabilities. If a claim of infringement brought against us in the United States or other jurisdictions is successful, we may be required to (i) pay substantial statutory or other damages and fines, (ii) remove relevant content from our website, (iii) discontinue products or services, (iv) disable access through our service to certain sites or content; (v) terminate users, and/or (vi) seek royalty or license agreements that may not be available on commercially reasonable terms, or at all.

In addition, as a publicly listed company, we may be exposed to increased risk of litigation. For example, we were involved in shareholder class action lawsuits in the United States. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” We may be involved in more class action lawsuits in the future. While we believe the claims are without merit, such kinds of lawsuits could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the lawsuits. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

21

We may not be able to prevent unauthorized use of our intellectual property or disclosure of our trade secrets and other proprietary information, which could reduce demand for our services and have material and adverse impacts on our business, financial condition and results of operations.

Our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets for us. Events that are outside of our control may pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in China and some other jurisdictions in which our services are distributed or made available through the internet. Also, the efforts we have made to protect our proprietary rights may not be sufficient or effective. For example, the legal regimes relating to the recognition and enforcement of intellectual property rights in China and South America are particularly limited. Therefore, legal proceedings to enforce our intellectual property in these jurisdictions may progress slowly, during which time infringement may continue largely unimpeded. Countries that have relatively inefficient intellectual property protection and enforcement regimes represent a significant portion of the demand for our products. These factors may make it more challenging for us to enforce our intellectual property rights against infringement. The infringement of our intellectual property rights, particularly in these jurisdictions, may materially harm our business and competitiveness in these markets and elsewhere by reducing our sales, adversely affecting our results of operations and diluting our brand or reputation. Any significant impairment of our intellectual property rights could harm our business or our competitiveness. Also, protecting our intellectual property rights is costly and time-consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to conduct our business and harm our results of operations.

We seek to obtain patent protection for our innovations. However, it is possible that patent protection may not be available for some of these innovations. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore, there is always the possibility that, despite our efforts, the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable.

We also seek to maintain certain intellectual property as trade secrets. We require our employees, consultants, advisors and collaborators to enter into confidentiality agreements in order to protect our trade secrets and other proprietary information. These agreements might not effectively prevent disclosure of our trade secrets, know-how or other proprietary information and might not provide an adequate remedy in the event of unauthorized disclosure of such confidential information. In addition, others may independently discover our trade secrets and proprietary information, in which case we cannot assert such trade secret rights against such parties. Any unauthorized disclosure or independent discovery of our trade secrets would deprive us of the associated competitive advantages. Costly and time-consuming litigations could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive position.

The revenue model for our live streaming business may not remain effective and we cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit.

We provide live streaming services to users in China and overseas mainly through Xunlei Live, Xunlei mobile app and Hiya mobile app. Live streaming services, in particular, audio live streaming services, have contributed a significant portion of our total revenues in recent years. In 2023, revenue from live streaming services contributed approximately 28.7% of our total revenues. The live streaming industry is highly competitive and there are several well-established and successful players in this market. We may not be able to compete effectively with our competitors and realize intended growth of our live streaming business. We are not sure whether our services will be accepted by the market and generate projected revenues. The user demand may also change, decrease substantially or dissipate, and we may fail to anticipate and serve user demands effectively and timely. We factor in industry standards and expected user demand in determining how to optimize virtual item merchandizing effectively. However, if we fail to properly manage the supply and timing of our virtual items and their appropriate prices, our users may be less likely to purchase these virtual items from us. In addition, if users’ spending habits change and they choose to only access our content for free without additional purchases, we may not be able to continue to successfully implement the virtual items-based revenue model for our live streaming business, in which case we may have to provide other value-added services or products to monetize our user base. We cannot guarantee that our attempts to monetize our user base and products and services will continue to be successful, profitable or widely accepted, and therefore the future revenue and income potential of our business may be difficult to evaluate.

22

Hiya is available in various overseas markets and each country or region has different regulations and judicial systems. We cannot assure you that we will be able to carry out business operations in different jurisdictions in a fully compliant manner. If the regulatory authorities in these countries or regions believe that our products or services violate the laws and regulations of the country or region, they have the right to take legal measures such as ordering us to cease business operations and imposing administrative penalties, which could materially and adversely affect our live streaming business in overseas markets. In addition, the legal systems of different countries and regions such as the Middle East and Southeast Asia may not be as developed as in certain other jurisdictions, such as the United States. Once disputes or lawsuits arise in connection with our business in these countries and regions, it may be difficult for us to obtain effective remedies, which may adversely affect our business operations, results of operations and financial condition.

Regulatory uncertainties exist with respect to our historical LinkToken operations, which may have an adverse effect on our business and results of operations.

LinkToken, which we developed in 2017 and disposed of in 2019, is essentially a type of digital ticket and the underlying technology is blockchain technology. Users of OneThing Cloud could be rewarded with LinkTokens by voluntarily participating in the OneThing Cloud reward program to share idle uplink bandwidth capacities and external storage to us and rewarded LinkTokens could be used to redeem a variety of products and services offered in the LinkToken Mall. We completed the disposal of the LinkToken operations and the related assets and liabilities to an independent third party in April 2019. Upon such disposal, the independent third party obtained the exclusive right to carry out LinkToken operations inside and outside mainland China. In April 2020, the independent third party terminated the OneThing Cloud reward program and as a result, users could no longer be rewarded with LinkTokens. Meanwhile, we launched our own reward program, which allows users to share idle uplink bandwidth capacities and external storage with us in exchange for a small amount of cash rewards.

Although we no longer operate the OneThing Cloud reward program after our disposal of LinkToken in April 2019, we periodically receive user complaints regarding LinkToken, including the termination of the OneThing Cloud reward program. In addition, new laws, regulations and governmental policies regarding virtual currencies may still be interpreted or even retroactively enforced against us regarding our previous dealings with LinkToken. On September 4, 2017, several PRC government authorities jointly promulgated the Announcement on Prevention of Token Fundraising Risks to strengthen the administration of initial coin offerings activities. Pursuant to this announcement, token fundraising activity is illegal if not approved by the government authorities and a token trading platform shall not engage in (i) the exchange between any statutory currency with tokens and “virtual currencies,” (ii) the trading, either as a central counterparty or not, of tokens or “virtual currencies,” and (iii) token or “virtual currency” pricing, information intermediary services or other services for tokens or “virtual currencies.”

In response to complaints from users on, among others, alleged involvement of our company in token fundraising activities, the Shenzhen Financial Office conducted an onsite inspection in July 2022 in relation to our previous LinkToken operations. In response, we promptly submitted all materials as requested by the Shenzhen Financial Office. As of the date of this annual report, we have not received any further feedback from the Shenzhen Financial Office and no financial regulators have imposed any administrative penalties against us relating to our previous operations of LinkTokens on the basis that we previously engaged in token fundraising activities. However, we cannot assure you that going forward, PRC authorities will have the same view with us and not impose retroactive regulatory restrictions or penalties on us for our prior dealings with LinkToken. Were that to happen, we might be subject to additional regulatory risks, and our business and results of operations may be adversely affected.

We may fail to offer attractive content for our live streaming services or to attract and retain talented and popular broadcasters, which may materially adversely affect the operation of our live streaming services and its results of operations.

We offer live streaming content. Our content library is constantly evolving and growing to meet users’ evolving interests. We actively track viewership growth and community feedback to identify trending content and encourage our broadcasters to create content that caters to users’ constantly changing taste. However, if we fail to continue to expand and diversify our content offerings, identify trending and popular genres, or maintain the quality of our content, we may experience decreased viewership and user engagement, which may materially and adversely affect our results of operations and financial condition.

23

In addition, we largely rely on our broadcasters to create high-quality and fun live streaming content. Popular broadcasters are key to the success of our live streaming services. We have in place a comprehensive and effective incentive mechanism to encourage broadcasters to supply content that are attractive to our users. We have also entered into cooperation agreements that contain exclusivity clauses with popular broadcasters. However, if any of those broadcasters and/or the talent agencies decides to breach the agreement or chooses not to continue the cooperation with us once the term of the agreement expires, or if we fail to attract new talented and productive broadcasters, the popularity of our platform may decline and the number of our users may decrease, which could materially and adversely affect our results of operations and financial condition.

We may be held liable for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, if such content is deemed to violate laws or regulations in China and other jurisdictions, or for improper or fraudulent activities conducted on our platform, and authorities in China and other jurisdictions may impose legal sanctions on us and our reputation may be damaged.

Our live streaming services enable users to interact and chat with broadcasters and other users and engage in various other online activities. For our live streaming services in China market, although we require our broadcasters to register their real name, we are unable to independently verify the accuracy and authenticity of the identity information provided by them. For the registration of broadcasters, we rely on third-party organizations to verify their identities through mobile phone numbers or ID card number, which may not always be reliable. In addition, we have put in place measures to monitor content on our platform generated by our users, but it is impossible for us to detect every piece of inappropriate or illegal content on our platform due to the immense quantity of user-generated content on our platform. For our live streaming services provided in overseas markets, we do not require our broadcasters to register their real names. Therefore, broadcasters and/or users may engage in illegal, obscene or incendiary conversations or activities, including publishing inappropriate or illegal content that may be deemed unlawful under laws and regulations of the PRC or other jurisdictions on our platform or in the chatrooms created through our apps. For example, we received a notice from the Cyberspace Administration of China in 2020, pointing out that certain inappropriate information was discovered on our platform. Furthermore, we received two other notices from the Cyberspace Administration of China in 2022, stating that certain sensitive information had been found on our platform. In response, we promptly intercepted the users who attempted to download such information, fixed the issue and managed to avoid the risk of being removed from app stores by regulatory authorities. If any content on our platform is deemed illegal, obscene or incendiary, or if appropriate licenses and third-party consents have not been obtained, claims may also be brought against us for defamation, libel, negligence, copyright, patent or trademark infringement, other unlawful activities or other theories and claims based on the nature and content of the materials that are provided, uploaded, shared, published or otherwise accessed by users or us through our platform. Defending any such actions could be costly and involve significant amounts of time and attention of our management and other resources. In addition, government authorities of the PRC or other jurisdictions may impose sanctions on us, including, in serious cases, suspending or revoking the licenses necessary to operate our platform if they find that we have not adequately managed the content on our platform. Any such claims or sanctions against us could materially and adversely affect our business and our brand.

System failure, interruptions and downtime, including those caused by cyber-attacks or security breaches, can result in user dissatisfaction, adverse publicity or leakage of confidential information of our users and customers, and our business, financial condition, results of operations may be materially and adversely affected.

Our operations rely on our networks and servers, which can suffer system failures, interruptions and downtime. Despite the implementation of our security measures, our network systems are vulnerable to damage from computer viruses, fires, floods, earthquakes, power losses, telecommunication failures, computer hacking, security breach and similar events, which may result in interruptions to the services we provide, degrade of user experience, disclosure of our data or user data, such as personal information, names, accounts, user IDs and passwords, and payment or transaction related information, or cause users to lose confidence in our products and services. Our efforts to protect our data and user data may also be unsuccessful due to software bugs or other technical malfunctions, employee error or malfeasance, government surveillance, or other factors.

24

The satisfactory performance, stability, security and availability of our websites and our network infrastructure are critical to our reputation and our ability to attract and retain users and business partners. Our network and servers contain information regarding file index, advertising records, premium licensed digital media content and various other facets of the business to assist management and help ensure effective communication among various departments and offices of our company. Any failure to maintain the satisfactory performance, stability, security and availability of our network, website, servers or technology platform, whether such failure results from intentional cyber-attacks by hackers, from issues with our own technology and team or from other factors beyond our control, may cause significant harm to our reputation and impact our ability to attract and maintain users and business partners. We have implemented various measures to prevent such incidents from happening and put in place internal reporting procedures in dealing with such incidents. However, such preventive measures may not function in a way as we expect due to the evolution and sophistication of cyber-attacks, advances in technology, an increased level of sophistication and diversity of our products and services, an increased level of expertise of hackers, new discoveries in the field of cryptography or others, software bugs or other technical malfunctions, or other evolving threats.

Due to server interruptions, power shutdowns, internet connection issues or other reasons, our users in certain locations may not be able to gain access to our network or our websites for a period of time lasting from several minutes to several hours from time to time. For example, in 2020, one of our products experienced a system failure due to an extremely high usage rate, which lasted for around three hours and affected a large portion of our users. Although we have fixed the server promptly, we cannot assure you that such instances will not occur in the future. Any server interruptions, break-downs or system failures, including failures attributable to events within or outside our control that could result in a sustained shutdown of all or a material portion of our network or website, could reduce the attractiveness of our service offerings. In addition, any substantial increase in the volume of traffic on our network or website will require us to increase our investment in bandwidth, expand and further upgrade our technology platform. We do not maintain insurance policies covering losses relating to our network systems due to very limited available insurance products in the insurance market in China. As a result, any system failure, interruptions or network downtime for an extended period may have a material adverse impact on our revenues and results of operations.

We rely on information technology systems to process, transmit and cache or store electronic information in our day-to-day operations, including customer, employee and company data. The secure processing, maintenance and transmission of such information are critical to our operations and the regulatory environment surrounding the security, storage, use, processing, disclosure and privacy of information is demanding, evidenced by frequent imposition of new and changing requirements. We also store certain information with third parties. Our information systems and those of our third-party vendors are vulnerable to computer viruses or other malicious codes, unauthorized access attempts, cyber- or phishing-attacks, an increasing threat of continually evolving cybersecurity risks and external hazards, as well as improper or inadvertent staff behavior, all of which could expose confidential data systems and information to security breaches. Any such breach could compromise our networks, and the information stored therein could be accessed, publicly disclosed, lost or stolen. Such attacks could result in our intellectual property and other confidential information being lost or stolen, disruption of our operations and other negative consequences, such as increased costs for security measures or remediation costs. Any actual or perceived access, disclosure or other loss of information or any significant breakdown, intrusion, interruption, cyber-attack or corruption of customer, employee or company data or our failure to comply with federal, state, local and foreign privacy laws or contractual obligations with customers, vendors, payment processors and other third parties, could result in legal claims or proceedings, liability under laws or contracts that protect the privacy of personal information, regulatory penalties, disruption of our operations, and damage to our reputation, all of which could materially adversely affect our business, revenue and competitive position. For example, in 2020, a few individual users took advantage of a technical flaw of our products to make fraudulent purchases and managed to cash out. We have promptly identified and patched the technical flaw. While we will continue to implement additional protective measures to reduce the risk of and detect cyber-incidents, cyber-attacks are becoming more sophisticated and frequent, and the techniques used in such attacks change rapidly. Our protective measures may not protect us against attacks and such attacks could have a significant impact on our business and reputation.

25

Our business is subject to complex and evolving PRC and international laws and regulations regarding data privacy and cybersecurity. Failure to comply with these laws and regulations would result in claims, penalties, damages to our reputation and brand or otherwise harm our business.

There has been a trend tightening the regulation of privacy and user data protection globally. We may become subject to new laws and regulations applicable to the solicitation, collection, processing or use of personal or consumer information that could affect how we store, process and share data with our customers, suppliers and third-party sellers. The PRC Civil Code, the PRC Cyber Security Law, the PRC Data Security Law and the PRC Personal Information Protection Law protect individual privacy and personal data security by requiring internet service providers to collect data in compliance with the laws and regulations and obtain the prior consents from internet users prior to the collection, use or disclosure of internet users’ personal data. In November 2019, the Ministry of Industry and Information Technology issued the Notice on Carrying Out the Special Rectification of App Infringement on Users’ Rights and Interests, according to which a number of mobile apps were removed from application stores as these apps infringed users’ rights and interests and rectifications cannot be completed within a specified period of time. In particular, the PRC Cyber Security Law, which took effect on June 1, 2017, requires network operators to strictly treat users’ personal information confidential and to establish and improve user information protection mechanism. In addition, the PRC Data Security Law, which took effect on September 1, 2021, establishes a classified and tiered system for data protection based on the level of importance of the data in terms of economic and social development, as well as the level of danger of the data for national security, public interests, or the legal interests of individuals and organizations in the event of data manipulation, destruction, leakage, illegal acquisition or illegal usage. The PRC Personal Information Protection Law, which took effect on November 1, 2021, requires that collection of personal information shall be limited to the minimum scope necessary for the processing purpose in order to avoid the excessive collection of personal information. See “Item 4. Information on the Company—B. Business Overview—Regulation—PRC regulation on internet privacy” and “Item 4. Information on the Company—B. Business Overview—Regulation—PRC regulation on information security and censorship.” Moreover, numerous regulations, guidelines and measures have been or are expected to be adopted under the umbrella of, or in addition to, these laws. For example, the National Information Security Standardization Technical Committee issued the latest Standard of Information Security Technology—Personal Information Security Specification, which came into effect in October 2020. Under such standard, personal data controllers refer to entities or persons who are authorized to determine the purposes and methods for using and processing personal information. The personal information controller should follow the principles of legality, justification and necessity in handling personal information and should obtain a consent from a personal information provider and provide it with an independent choice when the product or service offered by it has multiple functions. In addition, the Cyberspace Administration of China, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation jointly promulgated the Administrative Provisions on Algorithm Recommendations of Internet Information Services on December 31, 2021, effective from March 1, 2022, which requires algorithm recommendation service providers to establish and improve their management systems and technical measures for, among others, data security and personal information protection. In addition, the algorithm recommendation service provider capable of social mobilization or influencing public opinion shall complete the filing with the internet information service algorithm filing system.

To comply with the laws and regulations, we have established information security systems to protect users’ privacy, adopted a risk detection mechanism for data security defects and vulnerabilities, and set up an emergency response mechanism for data security incidents. We also periodically review our privacy policies and amend as needed based on the development and changes of the personal information we collect and process to ensure that we comply with relevant requirements such as obtaining users’ prior consent before the collection and processing of their personal information. While we strive to comply with our privacy guidelines as well as all applicable data protection laws and regulations, any failure or perceived failure to comply with laws and regulations may result in proceedings or actions against us by government entities or others, which could damage our reputation. For example, in September 2021, one of our mobile applications received a notice from a regulatory authority for failing to explicitly inform users in our privacy policy that their device information would be provided to third parties’ software development kits. In response, we have modified the privacy policies of the product to the regulator’s satisfaction. However, we cannot guarantee you that regulatory authorities will not find our privacy policies insufficient again in the future, and we may be ordered to modify our privacy policies and make rectifications to meet the requirements of relevant laws or regulations. If we fail to make modifications or rectifications to the satisfaction of regulatory authorities, we may subject to administrative penalties or even removals of our mobile applications.

26

These laws and regulations are relatively new and substantial uncertainties exist with respect to their interpretation and implementation. Any change in laws and regulations relating to privacy, data protection and information security and any implementation of such laws and regulations could significantly increase our costs in providing our products and services, limit their use or adoption or require certain changes to our operations. We may need to adjust our business practice to comply with these cyber security and data security requirements from time to time. We have taken measures to comply with existing laws and regulations, such as submitting the filing application pursuant to the Administrative Provisions on Algorithm Recommendations of Internet Information Services, which is in the process of review by the competent authority. However, we cannot assure you that we will be compliant with these new laws and regulations in all respects in a timely manner. We may be ordered to rectify and terminate any actions that are deemed to be illegal by the regulatory authorities and become subject to fines and other regulatory sanctions, which may materially and adversely affect our business, financial condition, and results of operations. For example, in July 2021, the Ministry of Industry and Information Technology issued a list of the applications that infringe users’ interests and rights. Shenzhen Xunlei was identified as having misled users to click to enter other information pages or third-party application download pages without clear notification on the homepage. We promptly took actions in response to the identified issue and completed the required rectification. In October 2021, we received two notices from the Guangdong Communication Administration, which found that our system had sensitive information leakage risk. We promptly fixed the vulnerabilities as required. In December 2021, the Guangdong Communication Administration conducted an onsite inspection of Shenzhen Xunlei. Shenzhen Xunlei took actions in response to the issues identified by the authority during the inspection and completed the rectification as required.

As we expand our business overseas, we are subject to laws and regulations and other policies in different jurisdictions related to the collection, use, retention, security, transfer or other processing of identifiable personal information. We may need to comply with increasingly complex and stringent regulations protecting business and personal data in the United States, Europe and other jurisdictions. These legal requirements are constantly evolving and impose different obligations in different jurisdictions. For example, the European Union adopted the General Data Protection Regulation, which became effective on May 25, 2018. It imposes additional obligations on companies regarding the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Privacy laws continued to come into effect around the world in 2020, with one of the most significant being the California Consumer Privacy Act, which became effective on January 1, 2020. Compliance with existing, proposed and newly enacted laws, including implementation of the privacy and process enhancements called for under the General Data Protection Regulation, the California Consumer Privacy Act and regulations from other legislations can be costly as these laws may be interpreted and applied in ways that are inconsistent with our business practices. Compliance with emerging and evolving requirements in multiple jurisdictions may result in us changing our business practices, which could adversely affect our business and results of operations. We cannot assure you that we will be able to comply with the requirements of laws and regulations in different jurisdictions and other laws and regulations in a timely manner or in full. Any inability, or perceived inability, to adequately address privacy laws and regulations laws, regulations, policies, industry standards, contractual obligations, or other legal obligations could result in various administrative penalties, including fines, suspension of business operations in local jurisdictions and reputational damage.

Our results of operations could be materially and adversely affected if our cooperation with Itui regarding online advertising is unsuccessful. We may also be subject to penalties from government authorities due to certain actions or inactions of Itui in connection with online advertising, which is beyond our control.

In May 2020, we entered into an advertising revenue sharing agreement with a subsidiary of Itui International Inc., our largest shareholder, and we renewed such agreement on a yearly basis. Under such agreement, Itui provides us with online traffic monetization services, including operation and placement of advertisements, research and technology support with respect to advertising systems, business algorithm platform as well as content recommendation and other optimization services. By outsourcing our advertising business to Itui, we intend to take advantage of Itui’s advanced precision targeting algorithm to achieve better placement of advertisement. However, we cannot assure you that we can further improve the results of operations of online advertising through such cooperation in the future. In our cooperation with Itui, we require Itui to comply with all laws and regulations regarding advertising. However, we have no control over Itui and we cannot assure you that Itui will be able to operate the advertising business and its advertising platform legally and successfully. We may still be liable for certain circumstances in connection with Itui that are beyond our control, and our business may also be negatively affected. In addition, if we are unable to maintain our cooperation with Itui for whatever reasons and we are unable to find a suitable replacement in a timely manner, or at all, our advertising revenue may experience significant decline. As a result, our business and financial condition may be negatively affected.

27

We rely on third-party platforms to distribute our mobile applications. If we are unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing were changed to our detriment, if we violate, or if a platform provider believes that we have violated, the terms and conditions of its platform, or if any of these platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, our mobile strategy may suffer.

We are subject to the standard policies and terms of service of third-party platforms, which govern the distribution of our mobile application on such platforms. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to us and other users, and those changes and interpretation may be unfavorable to us. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how we are able to advertise or distribute on the platform, or change how personal information of its users is made available to application developers on the platform. Such changes may decrease the visibility or availability of our applications, limit our distribution capabilities, prevent access to our applications, reduce the amount of downloads and revenue we may recognize from the applications, increase our costs to operate on these platforms or result in the exclusion or limitation of our application on such platforms. Any such changes could adversely affect our business, financial condition or results of operations.

If we violate, or a platform provider believes we have violated its terms of service (or if there is any change or deterioration in our relationship with these platform providers), or if it establishes more favorable relationships with one or more of our competitors or it determines that we are a competitor, that platform provider could limit or discontinue our access to the platform. Any limit of, or discontinuation to, our access to any platform could adversely affect our business, financial condition or results of operations. Our mobile applications had previously been removed from Apple’s iOS App Store as a result of alleged violations of the developer license agreement between Apple and us. Although we successfully re-launched our mobile applications on App Store, we cannot assure you such removal will not happen again in the future. Furthermore, other app stores also have the right to update their store policies. If we are deemed to violate their policies, our mobile applications are removed from App Store again or other app stores at the same time, which may significantly harm our mobile strategy, materially and adversely affect our business operations, results of operations and financial condition.

Any lack of requisite licenses or permits applicable to our businesses or to our third-party services providers and any changes in government policies or regulations in China may have a material and adverse impact on our businesses, financial condition and results of operations.

Our business is subject to government supervision and regulations by various PRC government authorities, including the State Council, the Ministry of Industry and Information Technology, the National Radio and Television Administration, the National Press and Publication Administration and the Ministry of Culture and Tourism. Together these government authorities promulgate and enforce regulations that cover many aspects with respect to the operation of telecommunications and internet information services, including entry into the telecommunications industry, the scope of permissible business activities, licenses and permits for various business activities and foreign investment. For instance, the Ministry of Industry and Information Technology issued the Notice on the Filing of Mobile Internet Applications on July 21, 2023, which requires operators of internet application programs in China to complete the record filing for their internet application programs by the end of March 2024. We have fulfilled such filing obligations as required. However, we cannot guarantee that we will be able to complete the filing for any new application programs in the future, if any, in a timely manner, or at all.

Shenzhen Wangwenhua started to operate the live streaming business through Xunlei Live website and mobile app in 2015. As advised by our PRC legal counsel, a license for online transmission of audio-visual programs is required for providing video content display services and operating a live streaming business. See “Item 4. Information on the Company—B. Business Overview—Regulation—PRC regulation on online transmission of audio-visual programs.” In June 2018, Shenzhen Wangwenhua acquired 80% of the equity interest of Henan Tourism Information Co., Ltd., a registered owner of the license for online transmission of audio-visual programs, from an independent third party. Such license expired on February 28, 2024 and we are in the process of renewing such license. However, neither Shenzhen Wangwenhua nor Shenzhen Xunlei, the entity that operates both license-required businesses, is a registered owner of the license for online transmission of audio-visual programs. As a result, PRC government authorities may find that we are operating license-required businesses without a proper license, and thus may issue warnings, order us to rectify our operations and impose fines on us. In the case of serious violations as determined by government authorities at their discretion, they may ban such operations, seize our equipment in connection with such operations and impose a penalty of one to two times of the amount of the total investment in such operations.

28

The cloud computing services we provide to internet users may be deemed to have included the CDN services. Pursuant to the Notice of Ministry of Industry and Information Technology on Cleaning up and Standardizing the Internet Network Access Service Market, we shall update our existing Value-added Telecommunication Services License to specifically cover the CDN services. Shenzhen Onething Technologies Co., Ltd., or Shenzhen Onething, a subsidiary of Shenzhen Xunlei, and Shenzhen Qianhai Onething Network Technologies Co., Ltd., a subsidiary of Shenzhen Onething, have obtained the Value-added Telecommunication Services Licenses that cover the CDN services.

Our business model for CDN services, namely, a shared computing model and network, is relatively new and there are no laws or regulations on this specific model so far. It is possible that the PRC authority may in the future decide that we are operating certain businesses without proper licenses or approvals. Were that to happen, we would be warned, fined, ordered to rectify our violations or be imposed restrictions or even suspension on our business. In addition to the above, if the PRC government promulgates new laws and regulations that require additional licenses or imposes additional restrictions on the operation of any part of our business, it has the power to, among other things, levy fines, confiscate our income, revoke our business licenses, require us to discontinue our business or impose restrictions on the affected portion of our business. Any of these actions by th