Amended Statement of Ownership (sc 13g/a)
April 17 2013 - 6:19AM
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. 2)*
SKY-MOBI LIMITED
(Name of Issuer)
Common Shares, par value of 0.00005 per share
(Title of Class of Securities)
83084G109
**
(CUSIP Number)
April 8, 2013
(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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The remainder of this cover page shall be filled out for a reporting persons 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).
(Continued on following pages)
**
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This CUSIP number applies to Issuers American Depositary Shares, each representing eight common shares.
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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
2
of 11
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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)
(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
93,314,360 common shares. Qinyi Zhu may be deemed to have shared voting power with
respect to 28,554,194 common shares of the above shares, and Li Ou may also be deemed to have shared voting power with respect to 26,501,278 common shares of the above shares. See Item (4) below.
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
93,314,360 common shares. Qinyi Zhu may be deemed to have shared dispositive power
with respect to 28,554,194 common shares of above shares, and Li Ou may also be deemed to have shared dispositive power with respect to 26,501,278 common shares of the above shares. See Item (4) below.
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,314,360 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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
37%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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*
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based on the 252,196,984 common shares outstanding as of March 31, 2013.
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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
3
of 11
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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)
(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
Peoples Republic of China
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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
28,554,194 common shares, based on her 30.6% interest in Xplane Ltd. See Item (4)
below.
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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
28,554,194 common shares, based on her 30.6% 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
28,554,194 common shares, based on her 30.6% 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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
11.3%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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*
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based on the 252,196,984 common shares outstanding as of March 31, 2013.
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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
4
of 11
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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)
(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
Peoples Republic of China
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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
26,501,278 common shares, based on his 28.4% interest in Xplane Ltd. See Item (4)
below.
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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
26,501,278 common shares, based on his 28.4% 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
26,501,278 common shares, based on his 28.4% 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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
10.5%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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*
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based on the 252,196,984 common shares outstanding as of March 31, 2013.
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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
5
of 11
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EXPLANATORY NOTE
This Amendment
No. 2 to Schedule 13G relates to the common shares, $0.00005 par value per share (the Common Shares), of
Sky-mobi Limited (the Issuer). Mr. Michael Tao Song (Mr. Song), chief executive officer and
chairman of board of directors, previously indirectly held 50,647,288 Common Shares of the Issuer, through his 35.1811% ownership of shares of XPlane Ltd. (Xplane), which held an aggregate of 143,961,648 Common Shares of the Issuer. As
part of an internal restructuring on April 8, 2013, Mr. Song exchanged all of his shares of Xplane for 50, 647, 288 Common Shares of the Issuer, which Xplane distributed to Mobi Joy Limited, a company wholly owned by Mr. Song (the
Restructuring). As a result of Restructuring, Mr. Song no longer controls Xplane. Mr. Song and Mobi Joy Limited have jointly filed a statement on Schedule 13D to report their aggregate beneficial ownership of the 50,647,288
Common Shares of the Issuer.
ITEM 1(a).
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NAME OF ISSUER:
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Sky-mobi Limited (the Issuer)
ITEM 1(b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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10/F, Building B, United Mansion
No. 2 Zijinghua Road, Hangzhou
Zhejiang 310013,
The Peoples Republic of China
ITEM 2(a).
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NAME OF PERSON FILING:
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Xplane Ltd.
Qinyi Zhu and Li Ou
ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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Xplane Ltd.:
Romasco Place, Wickhams Cay 1, P. O. Box 3140
Road Town, Tortola
British Virgin Islands, VG1110
Qinyi Zhu and Li Ou:
10/F, Building B, United Mansion
No. 2 Zijinghua Road, Hangzhou
Zhejiang 310013
The Peoples Republic of China
Xplane
Ltd. British Virgin Islands
Qinyi Zhu and Li Ou Peoples Republic of China
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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
6
of 11
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Shares
83084G109
The
following information with respect to the ownership of the Common Shares of the issuer by the Reporting Person is provided as of April 8, 2013:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct
the vote:
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Shared
power to
vote or to
direct
the
vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Xplane Ltd.
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93,314,360
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37%
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93,314,360
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0
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93,314,360
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0
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Qinyi Zhu
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28,554,194
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11.3%
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0
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28,554,194
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0
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28,554,194
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Li Ou
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26,501,278
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10.5%
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0
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26,501,278
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0
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26,501,278
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Xplane is the record owner of 93,314,360 Common Shares of the Issuer. Qinyi Zhu holds a 30.6%
interest in Xplane and Li Ou holds a 28.4% interest in Xplane. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Qinyi Zhu may be deemed to beneficially own 28,554,194 Common
Shares of the Issuer held by Xplane, and Li Ou may be deemed to beneficially own 26,501,278 Common Shares of the Issuer held by Xplane.
ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable
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:
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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
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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
7
of 11
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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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SCHEDULE 13G
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Page
8
of 11
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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: April 17, 2013
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Xplane Ltd.
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By:
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/s/ Li Ou
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Li Ou
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Title: Director
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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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CUSIP No. 83084G109
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SCHEDULE 13G
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Page
9
of 11
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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A
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Joint Filing Agreement
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