Page 1 of 15 Pages
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CUSIP NO. 83084G109
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13 G
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Page 2 of 15 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)
¨
(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
27,990,688
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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
27,990,688
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,990,688
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
10.8%
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12
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TYPE OF REPORTING
PERSON
PN
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CUSIP NO. 83084G109
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13 G
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Page 3 of 15 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)
¨
(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
697,760
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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
697,760
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,760
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.3%
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12
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TYPE OF REPORTING
PERSON
PN
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CUSIP NO. 83084G109
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13 G
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Page 4 of 15 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)
¨
(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
4,701,352
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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
4,701,352
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,701,352
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
1.8%
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12
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TYPE OF REPORTING
PERSON
PN
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CUSIP NO. 83084G109
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13 G
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Page 5 of 15 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)
¨
(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
33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II and 4,701,352 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
33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II and 4,701,352 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
33,389,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
12.9%
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12
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TYPE OF REPORTING
PERSON
PN
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CUSIP NO. 83084G109
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13 G
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Page 6 of 15 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)
¨
(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
33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II and 4,701,352 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
33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II and 4,701,352 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
33,389,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
12.9%
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12
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TYPE OF REPORTING
PERSON
OO
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CUSIP NO. 83084G109
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13 G
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Page 7 of 15 Pages
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1
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NAME OF REPORTING PERSON
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
(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
33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II and 4,701,352 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
33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II and 4,701,352 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
33,389,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
12.9%
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12
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TYPE OF REPORTING
PERSON
OO
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CUSIP NO. 83084G109
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13 G
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Page 8 of 15 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA UR HOLDINGS LIMITED (SCC UR)
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)
¨
(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
140,739
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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
140,739
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,739
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.1%
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12
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TYPE OF REPORTING
PERSON
OO
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CUSIP NO. 83084G109
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13 G
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Page 9 of 15 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)
¨
(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
33,530,539 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II, 4,701,352 shares are directly held by SCC PRIN II and 140,739 shares are directly held by SCC UR. 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 is the Director of, and wholly owns, SCC UR. 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
33,530,539 shares of which 27,990,688 shares are directly held by SCC II, 697,760
shares are directly held by SCC PTRS II, 4,701,352 shares are directly held by SCC PRIN II and 140,739 shares are directly held by SCC UR. 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 is the Director of, and wholly owns, SCC UR. 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
33,530,539
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
13.0%
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12
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TYPE OF REPORTING
PERSON
IN
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CUSIP NO. 83084G109
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13 G
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Page
10
of 15 Pages
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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 Issuers Principal Executive Offices:
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10/F, Building B, United Mansion
No. 2, Zijinhua Road, Hangzhou
Zhejiang 310013
Peoples
Republic of China
(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
Sequoia Capital China UR Holdings 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, each of SNP and SCC UR.
(b)
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Address of Principal Business Office or, if none, Residence:
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3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SCC MGMT II, SCC II, SCC PTRS II, SCC PRIN II, SCC HOLD,
SCC UR: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
(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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CUSIP NO. 83084G109
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13 G
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Page
11
of 15 Pages
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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
SEE ROWS 5
THROUGH 11 OF COVER PAGES
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.
¨
ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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NOT APPLICABLE
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
ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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NOT APPLICABLE
ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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NOT APPLICABLE
NOT
APPLICABLE
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CUSIP NO. 83084G109
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13 G
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Page
12
of 15 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 12, 2013
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
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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.
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
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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CUSIP NO. 83084G109
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13 G
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Page
13
of 15 Pages
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Sequoia Capital China UR Holdings 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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CUSIP NO. 83084G109
|
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13 G
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Page
14
of 15 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 12, 2013
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
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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.
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
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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CUSIP NO. 83084G109
|
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13 G
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Page
15
of 15 Pages
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Sequoia Capital China UR Holdings 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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