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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

 FirstName LastNameYimeng Shi
 Comapany NameuCloudlink Group Inc.
 July 28, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Disclosure Review Program
cc:       Shu Du, Esq.