[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 4/F, Hans Innovation Mansion, North Ring Road 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 SEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND SIXTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on April 24, 2014 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2013 Revision) SEVENTH AMENDED AND RESTATED OF XUNLEI LIMITED 迅雷有限公司 (Adopted by special resolution passed on April 24, 2014) 1. The] [Execution Version XUNLEI LIMITED SEVEN TH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SEVENTH Agreement AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ April 24 , 201 4 by and among : (i) Company Xunlei Limited (formerly known as Giganology Limited), an exempted limited liability company organized under the laws of the Cayman Islands (the “ (ii) BVI Subsidiary Xunlei Network Technologies] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED SKYLINE GLOBAL COMPANY HOLDINGS LIMITED And CERTAIN OTHER PARTIES HERETO Dated as of January 31, 2012 SHARE PURCHASE AGREEMENT Agreement Company Primavera Investor Parties Party THIS SHARE PURCHASE AGREEMENT (this “ RECITALS WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands on February] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED XIAOMI VENTURES LIMITED Dated as of February 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the “ 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the “ Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate “ (b) beneficial owner “ (c) Commission “ (d) Company “ (e) Change of Control “ (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the “ Section 1. Definitions Affiliate (a) “ beneficial owner (b) “ Commission (c) “ Company (d) “ Change of Control (e) “ control controlled by under common control with (f) “ Current Holder (g) “ Date of] [SUPPLEMENTAL AGREEMENT Amendment THIS AMENDMENTS TO SHARE PURCHASE AGREEMENT (this “ 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the “ 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the “ 3. HK Co. Xunlei Network Technologies Limited, a company organized under the] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED KING VENTURE HOLDINGS LIMITED MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND, L.P. MORNINGSIDE CHINA TMT FUND III CO-INVESTMENT, L.P. IDG TECHNOLOGY VENTURE INVESTMENT V, L.P. Dated as of April 3 , 201 4 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ April 3 , 201 4 , is entered into by] [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] [XUNLEI LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Xunlei Limited 2013 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] [[Letter head of Leading Advice] LETTER AGREEMENT March 20 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Re: 2013 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the “Plan”) of Xunlei Limited, an exempted company] [XUNLEI LIMITED 201 4 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Xunlei Limited 2014 Share Incentive Plan (the “ the Cayman Islands Company (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.] [[Letter head of Leading Advice] LETTER AGREEMENT To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Re: 201 4 Share Incentive Plan Dear Sirs, Reference is made to the 201 4 Share Incentive Plan dated April 24 th , 2014 (the “Plan”) of Xunlei Limited, an exempted company incorporated under] [[Letter head of Leading Advice] LETTER AGREEMENT May 19 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Re: 2013 Share Incentive Plan and 2014 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the “2013 Plan”)] [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 Agreement This EQUITY PLEDGE AGREEMENT (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 #### (2) Cheng Hao (“Party B”), PRC resident ID number ####, with home address located at #### (3) Wang Fang (“Party C”), PRC resident ID] [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 Technology Support and Services Agreement This EXCLUSIVE TECHNOLOGY 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] [Proprietary Technology License Contract Agreement This Proprietary Technology License Contract (this “ (1) Giganology (Shenzhen) Ltd. Licensor a wholly foreign owned enterprise established under laws of the PRC, with registered address located at Room 802, Building 11, Shenzhen Software Park, Central District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the “ (2) Shenzhen Xunlei Networking Technologies Co., Ltd. Licensee] [Intellectual Properties Purchase Option Agreement This Intellectual Properties Purchase Option Agreement (this “Agreement”) is entered into on March 1, 2012 in Shenzhen, by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 7th and 8th Floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen, Guangdong, PRC. Party B: Giganology (Shenzhen) Ltd. Legal] [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 “] [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] [Technology Development and Software License Framework Agreement Agreement PRC This technology development and software license framework agreement (this “ (1) Party A Xunlei Computer (Shenzhen) Co., Ltd. (the “ th floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen; and (2) Party B Shenzhen Xunlei Networking Technologies Co., Ltd. (the “ ( Party Parties In] [Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entity] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such] [Consent of iResearch Consulting Group February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District 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 (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with] [Consent of Analysys International February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with the SEC] [LEGAL OPINION To: XUNLEI LIMITED 4/F, Hans Innovation Mansion No. 9018 North Ring Road, High-Tech Park, Nanshan District Shenzhen 518057 People’s Republic of China May 23, 2014 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]