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. 3)*
Sky-mobi Limited
(Name of Issuer)
Common Shares, par value of 0.00005 per share
(Title of Class of Securities)
83084G109**
(CUSIP Number)
November 22, 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)
* | 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. |
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 Issuers 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
84,978,816 common shares. Qinyi Zhu may be deemed to have shared voting power with respect to 28,722,840 common shares of the above shares, and Li Ou may also be deemed to have shared voting power with respect to 24,813,814 common shares of the above shares. See Item (4) below. | ||||
6 | Shared voting power
0 | |||||
7 | Sole dispositive power
84,978,816 common shares. Qinyi Zhu may be deemed to have shared dispositive power with respect to 28,722,840 common shares of above shares, and Li Ou may also be deemed to have shared dispositive power with respect to 24,813,814 common shares of the above shares. See Item (4) below. | |||||
8 | Shared dispositive power
0 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
84,978,816 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
35.7%* | |||||
12 | Type of reporting person (see instructions)
CO |
* | based on the 238,105,944 common shares outstanding as of November 22, 2013. |
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
Peoples Republic of China | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
28,722,840 common shares, based on her 33.8% interest in Xplane. See Item (4) below. | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
28,722,840 common shares, based on her 33.8% interest in Xplane. See Item (4) below. | |||||
9 |
Aggregate amount beneficially owned by each reporting person
28,722,840 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
12%* | |||||
12 | Type of reporting person (see instructions)
IN |
* | based on the 238,105,944 common shares outstanding as of November 22, 2013. |
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
Peoples Republic of China | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
24,813,814 common shares, based on his 29.2% interest in Xplane Ltd. See Item (4) below. | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
24,813,814 common shares, based on his 29.2% interest in Xplane Ltd. See Item (4) below. | |||||
9 |
Aggregate amount beneficially owned by each reporting person
24,813,814 common shares, based on his 29.2% 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
10.4%* | |||||
12 | Type of reporting person (see instructions)
IN |
* | based on the 238,105,944 common shares outstanding as of November 22, 2013. |
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 ISSUERS PRINCIPAL EXECUTIVE OFFICES: |
10/F, Building B, United Mansion
No. 2 Zijinghua Road, Hangzhou
Zhejiang 310013,
The Peoples 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 Peoples Republic of China
ITEM 2(c) | CITIZENSHIP: |
Xplane Ltd. British Virgin Islands
Qinyi Zhu and Li Ou Peoples Republic of China
ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Common Shares
ITEM 2(e). | CUSIP NUMBER: |
83084G109
ITEM 3. | Not Applicable |
SCHEDULE 13G | ||||
CUSIP No. 83084G109 | Page 6 of 10 |
ITEM 4. | OWNERSHIP: |
The following information with respect to the ownership of the Common Shares of the issuer by the Reporting Person is provided as of November 22, 2013:
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. |
84,978,816 | 35.7 | % | 84,978,816 | 0 | 84,978,816 | 0 | |||||||||||||||||
Qinyi Zhu |
28,722,840 | 12 | % | 0 | 28,722,840 | 0 | 28,722,840 | |||||||||||||||||
Li Ou |
24,813,814 | 10.4 | % | 0 | 24,813,814 | 0 | 24,813,814 |
Xplane is the record owner of 84,978,816 Common Shares of the Issuer. Qinyi Zhu holds a 33.8% interest in Xplane and Li Ou holds a 29.2% 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 28,722,840 Common Shares of the Issuer held by Xplane, and Li Ou may be deemed to beneficially own 24,813,814 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
ITEM 10. | CERTIFICATION: |
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: November 25, 2013
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 |
Description | |
A | Joint Filing Agreement |
SCHEDULE 13G | ||||
CUSIP No. 83084G109 | Page 9 of 10 |
EXHIBIT A: 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.]
SCHEDULE 13G | ||||
CUSIP No. 83084G109 | Page 10 of 10 |
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 25, 2013.
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 |