- Amended Statement of Ownership (SC 13G/A)
February 07 2012 - 7:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(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:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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*
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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.
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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).
SCHEDULE 13G
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CUSIP No. 83084G109
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Page 2 of 12 Pages
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(1)
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Names of reporting persons
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 (see instructions)
(a)
¨
(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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
PN
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SCHEDULE 13G
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CUSIP No. 83084G109
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Page 3 of 12 Pages
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(1)
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Names of reporting persons
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 (see instructions)
(a)
¨
(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
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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
PN
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SCHEDULE 13G
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CUSIP No. 83084G109
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Page 4 of 12 Pages
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(1)
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Names of reporting persons
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 (see instructions)
(a)
¨
(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
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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
PN
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SCHEDULE 13G
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CUSIP No. 83084G109
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Page 5 of 12 Pages
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(1)
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Names of reporting persons
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 (see instructions)
(a)
¨
(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
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 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 MGMT II 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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
PN
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SCHEDULE 13G
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CUSIP No.83084G109
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Page 6 of 12 Pages
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(1)
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Names of reporting persons
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 (see instructions)
(a)
¨
(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
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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
OO
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SCHEDULE 13G
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CUSIP No.83084G109
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Page 7 of 12 Pages
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(1)
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Names of reporting persons
SNP CHINA ENTERPRISES LIMITED (“SNP”)
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 (see instructions)
(a)
¨
(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. SNP is the Director of, and wholly owns, SCC HOLD. 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. SNP is the Director of, and wholly owns, SCC HOLD. 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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
OO
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SCHEDULE 13G
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CUSIP No.83084G109
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Page 8 of 12 Pages
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(1)
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Names of reporting persons
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 (see instructions)
(a)
¨
(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)
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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. NS is the Director of SNP, which is the 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 SNP, 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 the Director of SNP, which is the 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 SNP, 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 if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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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 (see
instructions)
IN
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SCHEDULE 13G
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CUSIP No. 83084G109
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Page 9 of 12 Pages
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ITEM 1.
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(a)
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Name of Issuer: Sky-mobi Limited
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(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
People’s
Republic of China
ITEM 2.
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(a)
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Name of Persons Filing:
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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
SNP China Enterprises Limited
Nan Peng Shen
SCC MGMT II is the General Partner of each of SCC II, SCC PTRS II
and SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.
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(b)
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Address of Principal Business Office or, if none, Residence:
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3000
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Sand Hill Road, 4-250
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Citizenship:
SCC MGMT II, SCC II, SCC PTRS II, SCC PRIN II, SCC HOLD: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
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(c)
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Title of Class of Securities: Common Shares
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(d)
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CUSIP Number: 83084G109
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ITEM 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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NOT APPLICABLE
SCHEDULE 13G
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CUSIP No. 83084G109
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Page 10 of 12 Pages
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SEE ROWS 5 THROUGH 11
OF COVER PAGES
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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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. [ ]
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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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NOT APPLICABLE
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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 OR CONTROL PERSON
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NOT APPLICABLE
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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NOT APPLICABLE
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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NOT APPLICABLE
NOT APPLICABLE
SCHEDULE 13G
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CUSIP No. 83084G109
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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 7, 2012
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Sequoia Capital China II, L.P.
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Sequoia Capital China Partners Fund II, L.P.
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Sequoia Capital China Principals Fund II, L.P.
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By: Sequoia Capital China Management II, L.P.
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a Cayman Islands exempted limited partnership
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General Partner of Each
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By: SC China Holding Limited, a Cayman Islands limited liability company
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Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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Sequoia Capital China Management II, L.P.
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a Cayman Islands exempted limited partnership
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By: SC China Holding Limited, a Cayman Islands limited liability company
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Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SC China Holding Limited, a Cayman Islands limited liability company
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SNP China Enterprises Limited
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen, Owner and Director
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/s/ Nan Peng Shen
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Nan Peng Shen
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SCHEDULE 13G
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CUSIP No. 83084G109
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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 7, 2012
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Sequoia Capital China II, L.P.
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Sequoia Capital China Partners Fund II, L.P.
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Sequoia Capital China Principals Fund II, L.P.
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By: Sequoia Capital China Management II, L.P.
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a Cayman Islands exempted limited partnership
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General Partner of Each
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By: SC China Holding Limited, a Cayman Islands limited liability company
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Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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Sequoia Capital China Management II, L.P.
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a Cayman Islands exempted limited partnership
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By: SC China Holding Limited, a Cayman Islands limited liability company
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Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SC China Holding Limited, a Cayman Islands limited liability company
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SNP China Enterprises Limited
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen, Owner and Director
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/s/ Nan Peng Shen
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Nan Peng Shen
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