- Statement of Ownership (SC 13G)
February 14 2011 - 10:05AM
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. __)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(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)
þ
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
TABLE OF CONTENTS
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1
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NAMES OF REPORTING PERSONS
Xplane Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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150,000,000 common shares. Michael Tao Song and Qinyi Zhu may also be deemed to have shared voting power with respect to the above shares, and Li Ou may also be deemed to have shared voting power with respect to 26,530,962 common shares of the above shares. See Item (4) below.
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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150,000,000 common shares. Michael Tao Song and Qinyi Zhu may also be deemed to have shared dispositive power with respect to the above shares, and Li Ou may also be deemed to have shared dispositive power with respect to 26,530,962 common shares of the above shares. See Item (4) below.
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,000,000 common shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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58.3%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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*based on the 257,389,800 common shares outstanding as of December 31, 2010.
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1
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NAMES OF REPORTING PERSONS
Michael Tao Song
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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People’s Republic of China
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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150,000,000 common shares. See Item (4) below.
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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150,000,000 common shares. See Item (4) below.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,000,000 common shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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58.3%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*based on the 257,389,800 common shares outstanding as of December 31, 2010.
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1
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NAMES OF REPORTING PERSONS
Qinyi Zhu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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People’s Republic of China
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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150,000,000 common shares. See Item (4) below.
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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150,000,000 common shares. See Item (4) below.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,000,000 common shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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58.3%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*based on the 257,389,800 common shares outstanding as of December 31, 2010.
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1
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NAMES OF REPORTING PERSONS
Li Ou
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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People’s Republic of China
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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26,530,962 common shares, based on his 17.687% interest in Xplane Ltd. See Item (4) below.
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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26,530,962 common shares, based on his 17.687% interest in Xplane Ltd. See Item (4) below.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,530,962 common shares, based on his 17.687% interest in Xplane Ltd.
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.3%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*based on the 257,389,800 common shares outstanding as of December 31, 2010.
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ITEM 1(a).
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NAME OF ISSUER:
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Sky-mobi Limited (the “Issuer”)
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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10/F, Building B, United Mansion
No. 2, Zijinhua Road, Hangzhou
Zhejiang 310013,
The People’s Republic of China
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ITEM 2(a).
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NAME OF PERSON FILING:
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Xplane Ltd.
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Michael Tao Song, Qinyi Zhu and Li Ou
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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Xplane Ltd.:
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Romasco Place, Wickhams Cay 1, P. O. Box 3140
Road Town, Tortola
British Virgin Islands, VG1110
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Michael Tao Song, Qinyi Zhu and Li Ou:
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10/F, Building B, United Mansion
No. 2, Zijinhua Road, Hangzhou
Zhejiang 310013
The People’s Republic of China
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Xplane Ltd. — British Virgin Islands
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Michael Tao Song, Qinyi Zhu and Li Ou— People’s Republic of China
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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The following information with respect to the ownership of the common shares of the
issuer by the Reporting Persons is provided as of December 31, 2010:
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Shared
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Sole power
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power to
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Sole power to
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Shared power
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Amount
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to vote or
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vote or to
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dispose or to
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to dispose or to
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beneficially
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Percent
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direct
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direct
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direct the
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direct the
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Reporting Person
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owned:
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of class:
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the vote:
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the vote:
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disposition of:
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disposition of:
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Xplane Ltd.
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150,000,000
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58.3
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%
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150,000,000
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0
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150,000,000
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0
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Michael Tao Song
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150,000,000
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58.3
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%
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0
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150,000,000
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0
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150,000,000
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Qinyi Zhu
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150,000,000
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58.3
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%
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0
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150,000,000
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0
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150,000,000
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Li Ou
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26,530,962
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10.3
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%
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0
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26,530,962
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0
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26,530,962
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Xplane Ltd., which is controlled by Michael Tao Song and his wife Qinyi Zhu, is the
record owner of 150,000,000 common shares of the Company. Li Ou holds a 17.687%
interest in Xplane Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder, Michael Tao Song and Qinyi
Zhu may be deemed to beneficially own all the shares held by Xplane Ltd., and Li Ou
may be deemed to beneficially own 26,530,962 common shares held by Xplane Ltd.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
:
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
:
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
:
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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 14, 2011
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Xplane Ltd.
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By:
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/s/ Michael Tao Song
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Michael Tao Song
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Title: Director
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Michael Tao Song
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By:
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/s/ Michael Tao Song
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Name: Michael Tao Song
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Qinyi Zhu
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By:
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/s/ Qinyi Zhu
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Name: Qinyi Zhu
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Li Ou
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By:
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/s/ Li Ou
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Name: Li Ou
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LIST OF EXHIBITS
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Exhibit No.
|
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Description
|
|
A
|
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Joint Filing Agreement
|
EXHIBIT A: Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such
term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the common shares, par value $0.00005
per share, of Sky-mobi Limited, a Cayman Islands company, and that this Agreement may be included
as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2011.
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Xplane Ltd.
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By:
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/s/ Michael Tao Song
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Michael Tao Song
Title: Director
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Michael Tao Song
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By:
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/s/ Michael Tao Song
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Name: Michael Tao Song
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Qinyi Zhu
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By:
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/s/ Qinyi Zhu
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Name: Qinyi Zhu
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Li Ou
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By:
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/s/ Li Ou
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Name: Li Ou
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