Sequoia Capital China II SC 13G/A SKY-MOBI Ltd

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

(Title of Class of Securities)

83084G109

(CUSIP Number)

12/31/13

(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)

Page 1 of 15 Pages

CUSIP NO. 83084G109 13 G Page 2 of 15 Pages

1	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	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 27,990,688
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 27,990,688
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,990,688
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.1%
12	TYPE OF REPORTING PERSON PN

CUSIP NO. 83084G109 13 G Page 3 of 15 Pages

1	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
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 697,760
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 697,760
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 697,760
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%
12	TYPE OF REPORTING PERSON PN

CUSIP NO. 83084G109 13 G Page 4 of 15 Pages

1	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
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,701,352
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,701,352
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,701,352
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9%
12	TYPE OF REPORTING PERSON PN

CUSIP NO. 83084G109 13 G Page 5 of 15 Pages

1	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
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II and 4,701,352 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.
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II and 4,701,352 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.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,389,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2%
12	TYPE OF REPORTING PERSON PN

CUSIP NO. 83084G109 13 G Page 6 of 15 Pages

1	NAME OF REPORTING PERSON SC CHINA HOLDING LIMITED (“SCC HOLD”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II and 4,701,352 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.
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II and 4,701,352 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.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,389,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2%
12	TYPE OF REPORTING PERSON OO

CUSIP NO. 83084G109 13 G Page 7 of 15 Pages

1	NAME OF REPORTING PERSON SNP CHINA ENTERPRISES LIMITED (“SNP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
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 0
		6	SHARED VOTING POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II and 4,701,352 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.
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II and 4,701,352 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.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,389,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2%
12	TYPE OF REPORTING PERSON OO

CUSIP NO. 83084G109 13 G Page 8 of 15 Pages

1	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	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON OO

CUSIP NO. 83084G109 13 G Page 9 of 15 Pages

1	NAME OF REPORTING PERSON NAN PENG SHEN (“NS”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION HONG KONG SAR
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II, 4,701,352 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.
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 33,389,800 shares of which 27,990,688 shares are directly held by SCC II, 697,760 shares are directly held by SCC PTRS II, 4,701,352 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.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,389,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2%
12	TYPE OF REPORTING PERSON IN

CUSIP NO. 83084G109 13 G Page 10 of 15 Pages

ITEM 1.

(a) Name of Issuer:             Sky-mobi Limited

(b) Address of Issuer’s Principal Executive Offices:

10/F, Building B, United Mansion

No. 2, Zijinghua Road, Hangzhou

Zhejiang 310013

People’s Republic of China

ITEM 2.

(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

(c) Title of Class of Securities: Common Shares

(d) CUSIP Number:                     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

CUSIP NO. 83084G109 13 G Page 11 of 15 Pages

ITEM 4. Ownership

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.¨

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

ITEM 10. CERTIFICATION

NOT APPLICABLE

CUSIP NO. 83084G109 13 G 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 12, 2014

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

CUSIP NO. 83084G109 13 G Page 13 of 15 Pages

Sequoia Capital China UR Holdings Limited
	By:	/s/ Nan Peng Shen
	Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen

CUSIP NO. 83084G109 13 G 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 12, 2014

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

CUSIP NO. 83084G109 13 G Page 15 of 15 Pages

Sequoia Capital China UR Holdings Limited
	By:	/s/ Nan Peng Shen
	Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen