Statement of Beneficial Ownership (sc 13d)
April 17 2013 - 6:26AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.
)*
SKY-MOBI
LIMITED
(Name of Issuer)
Common
Shares, par value $0.00005 per share
(Title of Class of Securities)
83084G109**
(CUSIP Number)
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Mr. Michael Tao Song
co/Sky-mobi Limited
10/F, Building B, United Mansion
No. 2 Zijinghua Road
Hangzhou, Zhejiang 310013
Peoples Republic of China
Telephone: +86.571.8777.0978
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W
ith
a copy
to
Mr. Allen C. Wang
LATHAM & WATKINS LLP
Unit 2318, China World Trade Office 2
1 Jian Guo Men Wai
Avenue
Beijing 100004
Peoples Republic of China
Telephone:
+86.10.5965.7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 8, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
¨
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties to whom copies are to be sent.
*
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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 disclosures provided in a prior cover page.
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**
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This CUSIP applies to the Issuers American Depositary Shares, each representing eight common shares.
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The information required on 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 (the
Exchange Act
) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however,
see
the
Notes
).
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CUSIP No.
83084G 109
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SCHEDULE 13D
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Page
2
of 7
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1
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NAMES OF REPORTING PERSONS
Mobi Joy
Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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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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7
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SOLE VOTING POWER
50,647,288 common shares
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
50,647,288 common shares
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,647,288 common shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
20.0
%
*
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14
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TYPE OF REPORTING
PERSON
CO
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*
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Percentage calculated based on the total number of 252,196,984 common shares outstanding as of March 31, 2013.
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Page 2
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CUSIP No.
83084G 109
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SCHEDULE 13D
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Page
3
of 7
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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
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
People
s Republic of
China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
50,647,288 common shares
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
50,647,288 common shares
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,647,288 common shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
20.
0
%
*
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14
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TYPE OF REPORTING
PERSON
IN
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*
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Percentage calculated based on the total number of 252,196,984 common shares outstanding as of March 31, 2013.
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Page 3
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CUSIP No.
83084G 109
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SCHEDULE 13D
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Page
4
of 7
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Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D (the Schedule 13D) relates is the Common Shares, par
value $0.00005 per share (the Common Shares), including Common Shares represented by American Depositary Shares (each representing eight Common Shares), of Sky-mobi Limited (the Issuer). The Issuers principal executive
office is located at 10/F, Building B, United Mansion, No. 2 Zijinghua Road, Hangzhou, Zhejiang 310013, Peoples Republic of China.
Item 2. Identity and Background
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(a)-(c) and (f)
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Mr. Michael Tao Song (Mr. Song) and Mobi Joy Limited (Mobi Joy, together with Mr. Song, the Reporting Persons) are jointly filing this
Schedule 13D pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Exchange Act. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section
13(d)(3) of the Exchange Act with respect to the transaction described in Item 4 of this Schedule 13D.
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Mr. Song is a citizen of Peoples Republic of China and his principal occupation is chief executive officer and chairman of the board of directors of the Issuer. Mr.
Songs business address is 10/F, Building B, United Mansion, No. 2 Zijinghua Road, Hangzhou, Zhejiang 310013, Peoples Republic of China.
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Mobi Joy, a company incorporated under the laws of the British Virgin Islands, is wholly owned by Mr. Song. Mobi Joys principal business is that of an investment holding
company. Mobi Joys principal business address is Romasco place, Wickhams Cay 1, P.O.Box 3140, Road Town, Tortola. British Virgin Islands, VG1110. Mr. Song is the sole director of Mobi Joy Limited.
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(d)-(e)
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During the past five years, neither of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration
Mr. Song, chief executive officer and chairman of board of directors of the Issuer, previously indirectly owned 50, 647, 288 Common
Shares of the Issuer, through his 35.1811% ownership of shares of XPlane Limited (XPlane), which held an aggregate of 143,961,648 Common Shares of the Issuer. As part of an internal restructuring contemplated by Mr. Song and Xplane,
Mr. Song exchanged all of his shares of Xplane for 50, 647, 288 Common Shares of the Issuer, which Xplane distributed to Mobi Joy, a company wholly owned by Mr. Song (the Restructuring). Xplane distributed the 50, 647, 288
Common Shares of the Issuer to Mobi Joy, on a pro rata basis in accordance with Mr. Songs ownership interest in Xplane and for no additional consideration. The total amount of funds required to acquire such Common Shares was $0.
Item 4. Purpose of Transaction
The information contained in Item 3 is hereby incorporated herein by reference.
In connection with the Restructuring, XPlane transferred the Common Shares previously indirectly owned by Mr. Song to Mobi Joy, a company wholly owned by Mr. Song. The acquisition of Common
Shares by the Reporting Persons resulted from the Restructuring.
Page 4
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CUSIP No.
83084G 109
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SCHEDULE 13D
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Page
5
of 7
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Except as set forth in this Statement (including any information incorporated by
reference) and in connection with the transaction described above, the Reporting Person does not have any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4
to Schedule 13D.
Item 5. Interest in Securities of the Issuer
The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4,
and 6 is hereby incorporated herein by reference.
(a), (b) The following table sets forth the beneficial ownership of
Common Shares of the Issuer for each of the Reporting Persons.
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Reporting Person
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Amount
beneficially
owned:
(1)
(in Common
Shares)
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Percent
of class:
(2)
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Sole power
to vote or
direct
the vote:
(in Common
Shares)
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Shared
power to
vote or to
direct
the vote:
(in Common
Shares)
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Sole power to
dispose or to
direct
the
disposition of:
(in Common
Shares)
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Shared power
to dispose or to
direct the
disposition
of:
(in Common
Shares)
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Mr. Song
(3)
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50,647,288
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20.1
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%
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50,647,288
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0
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50,647,288
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0
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Mobi Joy Limited
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50,647,288
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20.1
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%
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50,647,288
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0
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50,647,288
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0
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(1)
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Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
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(2)
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Percentage of beneficial ownership of each listed person is based on 252,196,984 Common Shares outstanding as of March 31, 2013.
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(3)
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Includes 50,647,288 Common Shares beneficially owned through Mr. Songs 100% ownership of Mobi Joy. Mr. Song is the sole shareholder and sole director of
Mobi Joy. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Song may be deemed to beneficially own all of the Common Shares held by Mobi Joy.
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(c) Except as set forth in this Item 5, neither Reporting Persons has effected any transaction in the Common Shares during the 60
days preceding the filing of this Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
See Items 3 and 4.
Item 7. Material to be Filed as Exhibits
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1.
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Joint Filing Agreement dated April 17, 2013, by and between Mr. Michael Tao Song and Mobi Joy Limited.
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Page 5
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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Mobi Joy Limited
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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:
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Director
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Michael Tao Song
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/s/ Michael Tao Song
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Name:
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Michael Tao Song
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[Signature Page to Schedule 13D]
Page 6
INDEX TO EXHIBITS
1.
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Joint Filing Agreement dated April 17, 2013, by and among Michael Tao Song and Mobi Joy Limited.
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