Amended Statement of Ownership (sc 13g/a)
February 04 2016 - 8:21AM
Edgar (US Regulatory)
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 1 of 8 |
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. 7)*
Sky-mobi Limited
(Name of
Issuer)
Common Shares, par value of $0.00005 per
share
(Title
of Class of Securities)
83084G109**
(CUSIP
Number)
December 31, 2015
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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.
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 2 of 8 |
| 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
64,950,744 common shares. Qinyi Zhu may be deemed to have shared voting power with respect to 23,214,393 common shares of the above shares, and Li Ou may also be deemed to have shared voting power with respect to 24,144,314 common shares of the above shares. See Item (4) below. |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
64,950,744 common shares. Qinyi Zhu may be deemed to have shared dispositive power with respect to 23,214,393 common shares of above shares, and Li Ou may also be deemed to have shared dispositive power with respect to 24,144,314 common shares of the above shares. See Item (4) below. |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
64,950,744 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
29.1%* |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| |
|
|
|
*based on the 223,103,184 common shares outstanding
as of December 31, 2015.
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 3 of 8 |
| 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
23,214,393 common shares, based on her 35.7% interest in Xplane Ltd. See Item (4) below. |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
23,214,393 common shares, based on her 35.7% interest in Xplane Ltd. See Item (4) below. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,214,393 common shares, based on her 35.7% 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
10.4%* |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| |
|
|
|
* based on the 223,103,184 common shares outstanding
as of December 31, 2015.
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 4 of 8 |
| 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
24,144,314 common shares, based on his 37.2% interest in Xplane Ltd. See Item (4) below. |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
24,144,314 common shares, based on his 37.2% interest in Xplane Ltd. See Item (4) below. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
24,144,314 common shares, based on his 37.2% 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
10.8%* |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| |
|
|
|
* based on the 223,103,184 common shares
outstanding as of December 31, 2015.
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 5 of 8 |
| ITEM1(a). | NAME OF ISSUER:
Sky-mobi Limited (the “Issuer”) |
| ITEM1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
10/F, Building B, United Mansion |
| | No. 2 Zijinghua Road, Hangzhou |
| | The People’s Republic of China |
| ITEM 2(a). | NAME OF PERSON FILING:
Xplane Ltd. |
| 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
| | 10/F, Building B, United Mansion |
| | No. 2 Zijinghua Road, Hangzhou |
| | The People’s Republic of China |
| ITEM 2(c) | CITIZENSHIP:
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 |
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 6 of 8 |
The following information with respect
to the ownership of the Common Shares of the Issuer by the Reporting Person is provided as of December 31, 2015:
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. | |
| 64,950,744 | | |
| 29.1 | % | |
| 64,950,744 | | |
| 0 | | |
| 64,950,744 | | |
| 0 | |
| Qinyi Zhu | |
| 23,214,393 | | |
| 10.4 | % | |
| 0 | | |
| 23,214,393 | | |
| 0 | | |
| 23,214,393 | |
| Li Ou | |
| 24,144,314 | | |
| 10.8 | % | |
| 0 | | |
| 24,144,314 | | |
| 0 | | |
| 24,144,314 | |
| | Xplane Ltd. is the record owner of 64,950,744 Common Shares of the Issuer. Qinyi Zhu holds a 35.7% interest in Xplane Ltd.
and Li Ou holds a 37.2% interest in Xplane Ltd. 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 23,214,393 Common Shares of the Issuer held by Xplane
Ltd., and Li Ou may be deemed to beneficially own 24,144,314 Common Shares of the Issuer held by Xplane Ltd. |
| 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 |
| ITEM 10. | CERTIFICATION:
Not applicable |
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 7 of 8 |
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 4, 2016
| 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 |
| |
| |
|
|
CUSIP NO. 83084G109 |
Schedule 13G |
Page 8 of 8 |
LIST
OF EXHIBITS
| Exhibit No. |
Description |
| |
|
| 99.1 |
Joint Filing Agreement |
Exhibit 99.1
Joint
Filing Agreement
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting
Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the common shares, par value $0.00005 per share, of Sky-mobi Limited, a Cayman Islands
company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally
blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement as of February 4, 2016.
| 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 |
| |
| |
|
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