- Statement of Ownership (SC 13G)
February 10 2011 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
Sky-mobi Limited
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
83084G109
(CUSIP Number)
12/31/10
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
(Continued on following pages)
Page 1 of 12 Pages
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CUSIP NO. 83084G109 13 G Page
2
of
12
Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA II, L.P. (“SCC II”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
26-0204241
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
41,403,496
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
41,403,496
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 41,403,496
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.1%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 83084G109 13 G Page
3
of
12
Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P. (“SCC PTRS II”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
98-0577551
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,032,120
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,032,120
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,032,120
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 83084G109 13 G Page
4
of
12
Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P. (“SCC PRIN II”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
33-1190312
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
6,954,184
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,954,184
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 6,954,184
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 83084G109 13 G Page
5
of
12
Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA MANAGEMENT II, L.P. (“SCC MGMT II”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
26-0204084
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. SCC MGMT II is the General Partner of SCC II, SCC PTRS II and SCC PRIN II.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. SCC MGMT II is the General Partner of SCC II, SCC PTRS II and SCC PRIN II.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 49,389,800
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.2%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 83084G109 13 G Page
6
of
12
Pages
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1
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NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (“SCC HOLD”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
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6
|
SHARED VOTING POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 49,389,800
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.2%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 83084G109 13 G Page
7
of
12
Pages
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1
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NAME OF REPORTING PERSON
MAX WEALTH ENTERPRISES LIMITED (“MAX”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER 0
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6
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SHARED VOTING POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is wholly owned by MAX.
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7
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SOLE DISPOSITIVE POWER 0
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8
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SHARED DISPOSITIVE POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is wholly owned by MAX.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 49,389,800
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.2%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 83084G109 13 G Page
8
of
12
Pages
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1
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NAME OF REPORTING PERSON
NAN PENG SHEN (“NS”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
|
SHARED VOTING POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. NS is a Managing Director of SCC HOLD, which is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is wholly owned by MAX, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
49,389,800 shares of which 41,403,496 shares are directly held by SCC II, 1,032,120 shares are directly held by SCC PTRS II and 6,954,184 shares are directly held by SCC PRIN II. NS is a Managing Director of SCC HOLD, which is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is wholly owned by MAX, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 49,389,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.2%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 83084G109 13 G Page
9
of
12
Pages
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ITEM 1.
(a)
Name of Issuer:
Sky-mobi Limited
(b)
Address of Issuer’s Principal Executive Offices:
10/F, Building B, United Mansion
No. 2, Zijinhua Road, Hangzhou
Zhejiang 310013
People’s Republic of China
ITEM 2.
(a)
Name of Persons Filing:
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia Capital China Principals Fund II, L.P.
Sequoia Capital China Management II, L.P.
SC China Holding Limited
Max Wealth Enterprises Limited
Nan Peng Shen
SCC MGMT II is the General Partner of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II. SCC HOLD is wholly owned by MAX, a company wholly owned by NS. NS is a Managing Director of SCC HOLD.
(b)
Address of Principal Business Office or, if none, Residence:
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SCC MGMT II, SCC II, SCC PTRS II, SCC PRIN II, SCC HOLD: Cayman Islands
NS: Hong Kong SAR
MAX: BRITISH VIRGIN ISLANDS
(c)
Title of Class of Securities:
Common Shares
(d)
CUSIP Number:
83084G109
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
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CUSIP NO. 83084G109 13 G Page
10
of
12
Pages
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ITEM 4. Ownership
SEE ROWS 5 THROUGH 11 OF COVER PAGES
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
o
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
NOT APPLICABLE
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10.
CERTIFICATION
NOT APPLICABLE
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CUSIP NO. 83084G109 13 G Page
11
of
12
Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2011
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia Capital China Principals Fund II, L.P.
By: Sequoia Capital China Management II, L.P.
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By:
/s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Sequoia Capital China Management II, L.P.
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By:
/s/ Nan Peng Shen
Nan Peng Shen, Managing Director
SC China Holding Limited, a Cayman Islands limited liability company
By:
/s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Max Wealth Enterprises Limited
By:
/s/ Nan Peng Shen
Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen
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CUSIP NO. 83084G109 13 G Page
12
of
12
Pages
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EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common shares of Sky-mobi Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 9, 2011
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia Capital China Principals Fund II, L.P.
By: Sequoia Capital China Management II, L.P.
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By:
/s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Sequoia Capital China Management II, L.P.
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By:
/s/ Nan Peng Shen
Nan Peng Shen, Managing Director
SC China Holding Limited, a Cayman Islands limited liability company
By:
/s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Max Wealth Enterprises Limited
By:
/s/ Nan Peng Shen
Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen
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