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. 4)
SKY-MOBI
LIMITED
(Name of Issuer)
COMMON SHARES
(Title of
Class of Securities)
83084G109
(CUSIP Number)
12/31/14
(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)
(Continued on following pages)
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| CUSIP NO. 83084G109 |
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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 |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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
8,777,224 |
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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
8,777,224 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,777,224 |
| 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 3.9%1 |
| 12 |
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TYPE OF REPORTING PERSON
PN |
| 1 |
The percentage is based upon 224,169,856 shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
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Page
3
of 15 Pages |
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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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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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
218,736 |
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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
218,736 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,736 |
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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%1 |
| 12 |
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TYPE OF REPORTING PERSON
PN |
| 1 |
The percentage is based upon 224,169,856 shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
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Page
4
of 15 Pages |
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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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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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
1,474,288 |
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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
1,474,288 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,474,288 |
| 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 0.7%1 |
| 12 |
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TYPE OF REPORTING PERSON
PN |
| 1 |
The percentage is based upon 224,169,856 shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
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Page
5
of 15 Pages |
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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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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II and 1,474,288
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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SOLE DISPOSITIVE POWER
0 |
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SHARED DISPOSITIVE POWER
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II and 1,474,288
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
10,470,248 |
| 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 4.7%1 |
| 12 |
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TYPE OF REPORTING PERSON
PN |
| 1 |
The percentage is based upon 224,169,856 shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
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Page
6
of 15 Pages |
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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 |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II and 1,474,288
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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SHARED DISPOSITIVE POWER
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II and 1,474,288
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
10,470,248 |
| 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 4.7%1 |
| 12 |
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TYPE OF REPORTING PERSON
OO |
| 1 |
The percentage is based upon 224,169,856 shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
13 G
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| CUSIP NO. 83084G109 |
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Page
7
of 15 Pages |
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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 |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II and 1,474,288
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
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II and 1,474,288
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
10,470,248 |
| 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 4.7%1 |
| 12 |
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TYPE OF REPORTING PERSON
OO |
| 1 |
The percentage is based upon 224,169,856 shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
13 G
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| CUSIP NO. 83084G109 |
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Page
8
of 15 Pages |
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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 |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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 |
|
5 |
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SOLE VOTING POWER
0 |
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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
0 |
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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
0 |
| 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 0.0% |
| 12 |
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TYPE OF REPORTING PERSON
OO |
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Page
9
of 15 Pages |
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NAME OF
REPORTING PERSON NAN PENG SHEN (“NS”) I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 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 |
|
5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II, 1,474,288 shares
are directly held by SCC PRIN II and 0 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
10,470,248 shares of which 8,777,224 shares are directly held by SCC II, 218,736 shares are directly held by SCC PTRS II, 1,474,288 shares
are directly held by SCC PRIN II and 0 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
10,470,248 |
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.7%1
1 The percentage is based upon 224,169,856
shares of the Issuer’s Common shares outstanding as of December 31, 2014. |
| 12 |
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TYPE OF REPORTING PERSON
IN |
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Page
10
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(a) Name of Issuer:
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Sky-mobi Limited |
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| (b) Address of Issuer’s Principal Executive Offices: |
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10/F, Building B, United Mansion |
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No. 2, Zijinghua Road, Hangzhou |
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Zhejiang 310013 |
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People’s Republic of China |
| (a) |
Name of Persons Filing: |
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) |
Address of Principal Business Office or, if none, Residence: |
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
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| (c) Title of Class of Securities: |
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Common Shares |
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| (d) CUSIP Number: |
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83084G109 |
| ITEM 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
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Page
11
of 15 Pages |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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. [ X ]
| 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 OR CONTROL PERSON |
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
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Page
12
of 15 Pages |
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 10, 2015
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.
General Partner of each
By: SC
China Holding Limited
its General Partner
By: /s/ Nan Peng Shen
Nan Peng
Shen
Sequoia Capital China Management II, L.P.
By: SC China Holding Limited
its
General Partner
By: /s/ Nan Peng Shen
Nan Peng
Shen
SC China Holding Limited
By: /s/ Nan
Peng Shen
Nan Peng Shen
SNP China Enterprises Limited
By: /s/ Nan Peng Shen
Nan Peng
Shen, Owner and Director
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Page
13
of 15 Pages |
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 |
| Nan Peng Shen |
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| CUSIP NO. 83084G109 |
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Page
14
of 15 Pages |
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 10, 2015
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.
General Partner of each
By: SC
China Holding Limited
its General Partner
By: /s/ Nan Peng Shen
Nan Peng
Shen
Sequoia Capital China Management II, L.P.
By: SC China Holding Limited
its
General Partner
By: /s/ Nan Peng Shen
Nan Peng
Shen
SC China Holding Limited
By:
/s/ Nan Peng Shen
Nan Peng Shen
SNP China Enterprises Limited
By: /s/ Nan Peng Shen
Nan Peng
Shen, Owner and Director
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Page
15
of 15 Pages |
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 |
| Nan Peng Shen |
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