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:
| ¨ | 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.
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
64,950,744 common shares | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) ¨ | ||
| 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
23,214,393 common shares, based on her 35.7% interest in Xplane Ltd. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) ¨ | ||
| 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
24,144,314 common shares, based on his 37.2% interest in Xplane Ltd. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) ¨ | ||
| 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 |
| 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 |
| 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 |
| ITEM 2(e). | CUSIP NUMBER: |
| 83084G109 |
| ITEM 3. | Not Applicable |
CUSIP NO. 83084G109 | Schedule 13G | Page 6 of 8 |
| 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 December 31, 2015:
Reporting Person | Amount | Percent | Sole power to vote or direct the vote: | Shared | Sole power to | Shared power | ||||||||||||||||||
| 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 |
