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United States securities and exchange commission logo
July 28, 2023
Yimeng Shi
Chief Financial Officer
uCloudlink Group Inc.
Unit 2214-Rm1, 22/F, Mira Place Tower A
132 Nathan Road, Tsim Sha Tsui
Kowloon, Hong Kong
Re: uCloudlink Group
Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39302
Dear Yimeng Shi:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-Fand have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 164
1. We note your statement
that you reviewed your register of members and public EDGAR
filings made by your
shareholders, including certain Schedules 13G, in connection with
your required
submission under paragraph (a). Please supplementally describe any
additional materials
that were reviewed and tell us whether you relied upon any legal
opinions or third party
certifications such as affidavits as the basis for your submission. In
your response, please
provide a similarly detailed discussion of the materials reviewed and
legal opinions or third
party certifications relied upon in connection with the required
disclosures under
paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
Yimeng Shi
uCloudlink Group Inc.
July 28, 2023
Page 2
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosure pursuant to Item 16I(b)(2) is provided for
UCLOUDLINK
GROUP INC., or any of the subsidiaries in mainland China. However,
based on your
organizational chart on page 103 of your Form 20-F and your list of
principal subsidiaries
and affiliated entity in Exhibit 8.1, you appear to have subsidiaries in
Hong Kong and
countries outside China. Please note that Item 16I requires that you
provide disclosures
for yourself and your consolidated foreign operating entities. With
respect to (b)(2), please
supplementally clarify the jurisdictions in which your consolidated
foreign operating
entities are organized or incorporated and provide the percentage of your
shares or the
shares of your consolidated foreign operating entities owned by
governmental entities in
each foreign jurisdiction in which you have consolidated operating
entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Tyler Howes at 202-551-3370 or Jennifer Thompson at
202-551-3737
with any questions.
Sincerely,
FirstName LastNameYimeng Shi
Division of
Corporation Finance
Comapany NameuCloudlink Group Inc.
Disclosure Review
Program
July 28, 2023 Page 2
cc: Shu Du, Esq.
FirstName LastName