[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq.] [Company No.: CR-144719 FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on April 14, 2011 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) Company Limited by Shares FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 (Adopted by special resolution] [XUNLEI LIMITED Number Class [A/B] Common Share( s) - [no. of shares] - Incorporated under the laws of the Cayman Islands Share capital is US$ 110,000 divided into 400,000,000 (i) Class A Common Shares US$ of a par value of 0.00025 each and 40,000,000 (ii) Class B Common Shares US$ of a par value of 0.00025 each [name of shareholder]] [Execution Version XUNLEI LIMITED FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ 千兆科技 ( 深圳 ) 有限公司 PRC Subsidiary Schedule A Subsidiaries Founders Founder Series A Investors Series A Investor Series A-1 Investor 2005 Investors Series B Investors Series B Investor Series C Investor Investors Investor Group Companies Group Company ),] [Execution Version XUNLEI LIMITED SERIES C PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SERIES C PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ , 2011 by and among Xunlei Limited , Company an exempted limited liability company organized under the laws of the Cayman Islands (the “ CRP Holdings Limited Investor Investors Schedule A Subsidiaries Group Companies Group Company (each an “ RECITALS] [FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS] [LEGAL OPINION To: XUNLEI LIMITED 7-8/F, Building 11, Shenzhen Software Park Kejizhong Second Road, Nanshan District Shenzhen 518057 People’s Republic of China June 8, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and] [Business Operation Agreement This BUSINESS OPERATION AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. Legal Address: 11 th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 11 th Floor East, Shuguang Plaza, Ke] [Equity Pledge Contract This EQUITY PLEDGE CONTRACT (this “Contract”), dated November 15, 2006, is made in Shenzhen by and between: (1) Zou Shenglong (“Party A”), PRC resident ID number ####, with home address located at Room 18C, No. 29 Tower, Mei Lin Yi Cun, Futian District, Shenzhen, Guangdong, PRC; (2) Cheng Hao (“Party B”), PRC resident ID number ####, with] [Power of Attorney Zou Shenglong, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 76% equity interest in Shenzhen Xunlei in total. I, Zou Shenglong, agree to assign all of the rights I have as the shareholder of 76% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Cheng Hao, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 8.3% equity interest in Shenzhen Xunlei in total. I, Cheng Hao, agree to assign all of the rights I have as the shareholder of 8.3% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Wang Fang, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 0.7% equity interest in Shenzhen Xunlei in total. I, Wang Fang, agree to assign all of the rights I have as the shareholder of 0.7% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Shi Jianming, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 8.3% equity interest in Shenzhen Xunlei in total. I, Shi Jianming, agree to assign all of the rights I have as the shareholder of 8.3% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Guangzhou Shulian Information Investment Co., Ltd., as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 6.7% equity interest in Shenzhen Xunlei in total. We, Guangzhou Shulian Information Investment Co., Ltd., agree to assign all of the rights we have as the shareholder of 6.7% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd.] [Exclusive Technical Support and Services Agreement This EXCLUSIVE TECHNICAL SUPPORT AND SERVICES AGREEMENT (this “Agreement”), dated September 16, 2005, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. (Collectively, the “Parties”) WHEREAS Party A is a duly registered and established wholly foreign owned enterprise, owning strong technical development] [Exclusive Technology Consulting and Training Agreement This EXCLUSIVE TECHNICAL CONSULTING AND TRAINING AGREEMENT (this “Agreement”), dated September 16, 2005, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. (Collectively, the “Parties”) WHEREAS: Party A is a duly registered and formed wholly foreign owned enterprise, with strong strength and] [Software and Proprietary Technology License Contract This SOFTWARE AND PROPRIETARY TECHNOLOGY LICENSE CONTRACT (this “Contract”) dated November 15, 2006, is made in Shenzhen by and between: (1) Giganology (Shenzhen) Ltd. , a wholly foreign owned enterprise established under laws of the PRC, with registered address located at 11th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong,] [Trademark and Domain Name Purchase Option Agreement This TRADEMARK AND DOMAIN NAME PURCHASE OPTION AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 11 th Floor East, Shuguang Plaza, Ke Ji Nan Shi Er Road, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: Giganology (Shenzhen)] [Equity Interests Disposal Agreement This EQUITY INTERESTS DISPOSAL AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and among: Party A: Giganology (Shenzhen) Ltd. Legal Address: 11 th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: (1) Zou Shenglong , PRC resident ID number ####, with home address located] [Loan Agreement Agreement This LOAN AGREEMENT (this “ (1) PRC Zou Shenglong, a resident of the People’s Republic of China (the “ (2) Cheng Hao, a PRC resident with ID No. ####; (3) Wang Fang, a PRC resident with ID No. ####; (4) Shi Jianming, a PRC resident with ID No. ####; (5) Guangzhou Shulian Information Investment Co., Ltd., a] [Loan Agreement Agreement This LOAN AGREEMENT (this “ (1) PRC Borrower Zou Shenglong, a resident of the People’s Republic of China (the “ (2) Giganology (Shenzhen) Ltd., a wholly foreign owned enterprise established under laws of the PRC, with registered address at 11 th Lender Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the “] [Place of Incorporation Subsidiaries Xunlei Network Technologies Limited BVI Xunlei Network Technologies Limited HK Giganology (Shenzhen) Ltd. PRC Variable Interest Entity Shenzhen Xunlei Networking Technologies Co., Ltd. PRC 1 EX-21.1 25 a2202187zex-21_1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as “Giganology Limited”), which appears in such Registration Statement. We] [Consent of iResearch Consulting Group March 25 , 2011 Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings] [April 14, 2011 Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 28 a2202187zex-23_6.htm EX-23.6] [April 28, 2011 Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 29 a2202187zex-23_7.htm EX-23.7] [XUNLEI LIMITED Code of Business Conduct and Ethics I. PURPOSE This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · · prompt internal reporting of violations of the Code; and · accountability for adherence to the Code.] [LEGAL OPINION To: XUNLEI LIMITED 7-8/F, Building 11, Shenzhen Software Park Kejizhong Second Road, Nanshan District Shenzhen 518057 People’s Republic of China June 8, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to]