GOMO (MM)

CUSIP No.  86737M100

SCHEDULE 13D

Page 11 of 16

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Chi Sing Ho
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   1 ordinary share (1)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER   1 ordinary share (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1 ordinary share (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   100% (2)
14	TYPE OF REPORTING PERSON   IN

 

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This Amendment No. 2 to Schedule 13D (the “Amendment”) is filed with respect to Sungy Mobile Limited (the “Issuer”) jointly by (1) IDG-Accel China Growth Fund L.P., (2) IDG-Accel China Growth Fund-A L.P., (3) IDG-Accel China Growth Fund Associates L.P., (4) IDG-Accel China Growth Fund GP Associates Ltd., (5) IDG-Accel China Investors L.P., (6) IDG-Accel China Investors Associates Ltd., (7) IDG Technology Venture Investment III, L.P., (8) IDG Technology Venture Investment III, LLC (collectively, the “IDG Reporting Persons”), (9) Mr. Quan Zhou and (10) Mr. Chi Sing Ho (collectively, with the IDG Reporting Persons, the “Reporting Persons”) pursuant to their agreement of joint filing, filed with the Schedule 13D (as defined below), as Exhibit 99.1 and incorporated herein by reference.

This Amendment amends and supplements the statement on Schedule 13D filed on May 27, 2015 (the “Schedule 13D”), as amended and supplement by Amendment No. 1 thereto filed on June 10, 2015, by the Reporting Persons with the Commission.  Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D, as amended.  Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

 

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby further amended and supplemented as follows:

On November 16, 2015, an extraordinary general meeting of the shareholders of the Company was held at 10:00 a.m. (Beijing time). At the extraordinary general meeting, the shareholders of the Issuer voted in person or by proxy to authorize and approve the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger.

On November 17, 2015, the Issuer and Merger Sub filed the Plan of Merger with the Cayman Registrar, which was registered by the Cayman Registrar as of November 17, 2015, pursuant to which the Merger became effective on November 17, 2015. As a result of the Merger, the Issuer ceased to be a publicly traded company and will continue its operations as a private company wholly owned by Parent, with one ordinary share outstanding (which is owned by Parent).

At the effective time of the Merger (the “Effective Time”), each ordinary share of the Issuer issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$0.81667 and each issued and outstanding ADS was cancelled in exchange for the right to receive US$4.90, in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) certain shares held by Mr. Yuqiang Deng, Mr. Zhi Zhu, IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG Technology Venture Investment III, L.P., IDG-Accel China Investors L.P. and CBC Mobile Venture Limited (the “Rollover Shares”) and the shares held by Parent, the Issuer or any of their respective subsidiaries (including such shares represented by ADSs) immediately prior to the effective time of the Merger, which were cancelled and ceased to exist without payment of any consideration or distribution therefor, and (b) the Shares held by shareholders who had validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Law of the Cayman Islands, which were cancelled and ceased to exist in exchange for the right to receive payment of the fair value of such Shares as determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands. As a result of the Merger, all of the Rollover Shares were contributed to Parent in exchange for the right to subscribe for newly issued ordinary shares of Parent in accordance with the Merger Agreement and the Equity Contribution Agreement.

At the Effective Time, each option to purchase Shares (each, a “Company Option”), and right to purchase Shares (each, a “Company Share Purchase Right”), in each case granted under the Company’s Amended and Restated 2006 Global Share Plan, the Company’s Amended and Restated 2010 Global Share Plan and the Company’s Amended and Restated 2013 Share Incentive Plan (as amended and supplemented, collectively, the “Share Incentive Plans”) that was outstanding immediately prior to the Effective Time, whether or not vested or exercisable, was cancelled and entitled the holder thereof to receive an amount equal to the product of (a) the excess, if any, of US$0.81667 over the per share exercise price of such Company Option or Company Share Purchase Right and (b) the number of Shares (including Class A ordinary shares represented by ADSs) underlying such Company Option or Company Share Purchase Right in cash, without interest and net of any applicable withholding taxes.

At the Effective Time, each outstanding restricted share (each, a “Company Restricted Share”) and restricted share unit of the Company (each, a “Company RSU”), in each case granted under the Share Incentive Plans that was outstanding immediately prior to the Effective Time, whether or not vested or exercisable, was cancelled and entitled the holder thereof to receive an amount equal to the US$0.81667 in respect of the number of Shares underlying such Company Restricted Share or Company RSU, in cash, without interest and net of any applicable withholding taxes.

Following the Merger, the ADSs of the Issuer will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Market. In addition, 90 days after the filing of Form 25 in connection with the Transactions, or such shorter period as may be determined by the SEC, the deregistration of the ADSs of the Issuer and the ordinary shares underlying them will become effective and the reporting obligations of the Issuer under the Securities Exchange Act of 1934 will be terminated.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b) As a result of the Merger, all of the Rollover Shares were contributed to Parent in exchange for the right to subscribe for newly issued ordinary shares of Parent pursuant to the terms of the Merger Agreement and the Equity Contribution Agreement.

As of the date hereof, pursuant to Section Section 13(d) of the Act and the rules promulgated thereunder, each of the IDG Reporting Persons, Mr. Quan Zhou and Mr. Chi Sing Ho may be deemed to beneficially own one ordinary share of Parent. Such one ordinary share represents 100% of the outstanding ordinary share of the Issuer. Parent is owned approximately 10.79% by IDG-Accel China Growth Fund L.P., 2.21% by IDG-Accel China Growth Fund-A L.P., 15.70% by IDG Technology Venture Investment III, L.P. and 1.01% by IDG-Accel China Investors L.P.

The above disclosure of percentage information, with respect to the share capital in the Issuer, is based on a total of one ordinary share of the Issuer as of the date hereof.

(c) Except for the transactions described in Item 4, none of the Reporting Persons has effected any transactions in the ordinary shares of the Issuer during the past 60 days.

(d) – (e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

The information regarding the CBC Joinder Agreement, the Merger Agreement, the Contribution Agreement, the Limited Guarantee and the Debt Commitment Letter under Item 4 is incorporated herein by reference in its entirety.

Item 7.  Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

 

 

Exhibit 7.05:**         Contribution Agreement, dated as of June 8, 2015.

 

CUSIP No.  86737M100

SCHEDULE 13D

Page 15 of 16

 

	IDG-ACCEL CHINA GROWTH FUND ASSOCIATES L.P. By: IDG-Accel China Growth Fund GP Associates Ltd., its General Partner
	By:	/s/  Quan ZHOU
		Name: Quan ZHOU Title: Authorized Signatory

 

 

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[Signature Page to Joint Filing Agreement]

 

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