SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page
1
of 10
|
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. 5)*
Sky-mobi
Limited
(Name of Issuer)
Common Shares, par value of 0.00005 per share
(Title of Class of Securities)
83084G109**
(CUSIP
Number)
March 31, 2014
(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)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
|
The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following pages)
|
**
|
This CUSIP number applies to Issuer’s American Depositary Shares, each representing eight common shares.
|
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page 2 of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Xplane Ltd.
|
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
British Virgin Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
70,014,624 common shares. Qinyi Zhu may be deemed to have shared
voting power with respect to 24,155,045 common shares of the above shares, and Li Ou may also be deemed to have shared voting power with respect to 25,415,308 common shares of the above shares. See Item (4) below.
|
|
|
6
|
|
Shared voting power
0
|
|
|
7
|
|
Sole dispositive power
70,014,624 common shares. Qinyi Zhu may be deemed to have shared
dispositive power with respect 24,155,045 common shares of above shares, and Li Ou may also be deemed to have shared dispositive power with respect to 25,415,308 common shares of the above shares. See Item (4) below.
|
|
|
8
|
|
Shared dispositive power
0
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
70,014,624 common shares
|
|
10
|
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by amount
in Row 9
29.0%*
|
|
12
|
|
Type of reporting person (see
instructions)
CO
|
|
*
|
based on the 241,601,000 common shares outstanding as of April 21, 2014.
|
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page 3 of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Qinyi Zhu
|
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
People’s Republic of China
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,155,045 common shares, based on her 34.5% interest in Xplane Ltd.
See Item (4) below.
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,155,045 common shares, based on her 34.5% interest in Xplane Ltd.
See Item (4) below.
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,155,045 common shares, based on her 34.5% interest in Xplane Ltd.
|
|
10
|
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by amount
in Row 9
10.0%*
|
|
12
|
|
Type of reporting person (see
instructions)
IN
|
|
*
|
based on the 241,601,000 common shares outstanding as of April 21, 2014.
|
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page 4 of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Li Ou
|
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
People’s Republic of China
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
25,415,308 common shares, based on his 36.3% interest in Xplane Ltd.
See Item (4) below.
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
25,415,308 common shares, based on his 36.3% interest in Xplane Ltd.
See Item (4) below.
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
25,415,308 common shares, based on his 36.3% interest in Xplane Ltd.
|
|
10
|
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by amount
in Row 9
10.5%*
|
|
12
|
|
Type of reporting person (see
instructions)
IN
|
|
*
|
based on the 241,601,000 common shares outstanding as of April 21, 2014.
|
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page
5
of 10
|
|
ITEM 1(a).
|
NAME OF ISSUER:
|
Sky-mobi Limited (the “Issuer”)
|
ITEM 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
10/F, Building B, United Mansion
No. 2 Zijinghua Road, Hangzhou
Zhejiang 310013,
The
People’s Republic of China
|
ITEM 2(a).
|
NAME OF PERSON FILING:
|
Xplane Ltd.
Qinyi Zhu and Li Ou
|
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
|
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
People’s Republic of China
Xplane Ltd. – British Virgin Islands
Qinyi Zhu and Li Ou – People’s Republic of China
|
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Common Shares
83084G109
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page
6
of 10
|
The following information with respect to the ownership of the Common Shares
of the issuer by the Reporting Person is provided as of March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Amount
beneficially
owned:
|
|
|
Percent
of class:
|
|
|
Sole power
to vote or
direct
the vote:
|
|
|
Shared
power to
vote or to
direct
the vote:
|
|
|
Sole power to
dispose or to
direct the
disposition of:
|
|
|
Shared power
to dispose or to
direct the
disposition of:
|
|
|
Xplane Ltd.
|
|
|
70,014,624
|
|
|
|
29.0
|
%
|
|
|
70,014,624
|
|
|
|
0
|
|
|
|
70,014,624
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Qinyi Zhu
|
|
|
24,155,045
|
|
|
|
10.0
|
%
|
|
|
0
|
|
|
|
24,155,045
|
|
|
|
0
|
|
|
|
24,155,045
|
|
|
|
|
|
|
|
|
|
|
Li Ou
|
|
|
25,415,308
|
|
|
|
10.5
|
%
|
|
|
0
|
|
|
|
25,415,308
|
|
|
|
0
|
|
|
|
25,415,308
|
|
Xplane is the record owner of 70,014,624 Common Shares of the Issuer. Qinyi Zhu holds a 34.5% interest in
Xplane and Li Ou holds a 36.3% 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 24,155,045 Common Shares of the
Issuer held by Xplane, and Li Ou may be deemed to beneficially own 25,415,308 Common Shares of the Issuer held by Xplane.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
|
Not applicable
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
|
Not applicable
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
|
Not applicable
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
|
Not applicable
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP:
|
Not applicable
Not applicable
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page
7
of 10
|
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 21, 2014
|
|
|
|
|
|
|
|
|
|
|
Xplane Ltd.
|
|
|
|
By:
|
|
/s/ Li Ou
|
|
|
|
|
|
|
|
Li Ou
|
|
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Qinyi Zhu
|
|
|
|
By:
|
|
/s/ Qinyi Zhu
|
|
|
|
|
|
|
|
Name:
|
|
Qinyi Zhu
|
|
|
|
|
|
|
Li Ou
|
|
|
|
By:
|
|
/s/ Li Ou
|
|
|
|
|
|
|
|
Name:
|
|
Li Ou
|
SCHEDULE 13G
|
|
|
|
|
CUSIP No. 83084G109
|
|
Page
8
of 10
|
LIST OF EXHIBITS
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
A
|
|
Joint Filing Agreement
|