UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Sungy Mobile Limited
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(Name of Issuer)
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Class B Ordinary Shares, Par Value $0.0001 Per Share (“Class B Ordinary Shares”)
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(Title of Class of Securities)
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86737M1001
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
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*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.
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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).
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CUSIP No.
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86737M100
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|||||
1.
|
Names of Reporting Persons
IDG-Accel China Growth Fund L.P.
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|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
|
SEC Use Only
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4.
|
Citizenship or Place of Organization
Cayman Islands
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
14,729,964 Class B Ordinary Shares (1)
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6.
|
Shared Voting Power
3,010,129 Class B Ordinary Shares (2)
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7.
|
Sole Dispositive Power
14,729,964 Class B Ordinary Shares (1)
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8.
|
Shared Dispositive Power
3,010,129 Class B Ordinary Shares (2)
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,740,093 Class B Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
|
Percent of Class Represented by Amount in Row (9)
9.1%(3)
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12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG-Accel China Growth Fund-A L.P.
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|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
|
SEC Use Only
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|||
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
3,010,129 Class B Ordinary Shares(1)
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||
6.
|
Shared Voting Power
14,729,964 Class B Ordinary Shares(2)
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|||
7.
|
Sole Dispositive Power
3,010,129 Class B Ordinary Shares(1)
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8.
|
Shared Dispositive Power
14,729,964 Class B Ordinary Shares(2)
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,740,093 Class B Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
|
Percent of Class Represented by Amount in Row (9)
9.1%(3)
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12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG-Accel China Growth Fund Associates L.P.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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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
17,740,093 Class B Ordinary Shares(1)
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||
6.
|
Shared Voting Power
0
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|||
7.
|
Sole Dispositive Power
17,740,093 Class B Ordinary Shares(1)
|
|||
8.
|
Shared Dispositive Power
0
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,740,093 Class B Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
|
Percent of Class Represented by Amount in Row (9)
9.1%(2)
|
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12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG-Accel China Growth Fund GP Associates Ltd.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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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
17,740,093 Class B Ordinary Shares(1)
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||
6.
|
Shared Voting Power
0
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|||
7.
|
Sole Dispositive Power
17,740,093 Class B Ordinary Shares(1)
|
|||
8.
|
Shared Dispositive Power
0
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,740,093 Class B Ordinary Shares
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
9.1%(2)
|
|||
12.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG-Accel China Investors L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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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
1,372,235 Class B Ordinary Shares(1)
|
||
6.
|
Shared Voting Power
0
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7.
|
Sole Dispositive Power
1,372,235 Class B Ordinary Shares(1)
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8.
|
Shared Dispositive Power
0
|
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,235 Class B Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
|
Percent of Class Represented by Amount in Row (9)
0.7%(2)
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12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG-Accel China Investors Associates Ltd.
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|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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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
1,372,235 Class B Ordinary Shares(1)
|
||
6.
|
Shared Voting Power
0
|
|||
7.
|
Sole Dispositive Power
1,372,235 Class B Ordinary Shares(1)
|
|||
8.
|
Shared Dispositive Power
0
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,372,235 Class B Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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|||
11.
|
Percent of Class Represented by Amount in Row (9)
0.7%(2)
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12.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG Technology Venture Investment III, L.P.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
|
SEC Use Only
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|||
4.
|
Citizenship or Place of Organization
Delaware
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
21,428,600 Class B Ordinary Shares(1)
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||
6.
|
Shared Voting Power
0
|
|||
7.
|
Sole Dispositive Power
21,428,600 Class B Ordinary Shares(1)
|
|||
8.
|
Shared Dispositive Power
0
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,428,600 Class B Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
|
Percent of Class Represented by Amount in Row (9)
11.0%(2)
|
|||
12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
86737M100
|
|||
1.
|
Names of Reporting Persons
IDG Technology Venture Investment III, LLC
|
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
21,428,600 Class B Ordinary Shares(1)
|
||
6.
|
Shared Voting Power
0
|
|||
7.
|
Sole Dispositive Power
21,428,600 Class B Ordinary Shares(1)
|
|||
8.
|
Shared Dispositive Power
0
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,428,600 Class B Ordinary Shares
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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|||
11.
|
Percent of Class Represented by Amount in Row (9)
11.0%(2)
|
|||
12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
86737M100
|
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1.
|
Names of Reporting Persons
Quan Zhou
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
The United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
||
6.
|
Shared Voting Power
40,540,928 Class B Ordinary Shares(1)
|
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7.
|
Sole Dispositive Power
0
|
|||
8.
|
Shared Dispositive Power
40,540,928 Class B Ordinary Shares(1)
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,540,928 Class B Ordinary Shares
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
20.8%(2)
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|||
12.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No.
|
86737M100
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|||
1.
|
Names of Reporting Persons
Chi Sing Ho
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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|||
3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
Canada
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
||
6.
|
Shared Voting Power
40,540,928 Class B Ordinary Shares (1)
|
|||
7.
|
Sole Dispositive Power
0
|
|||
8.
|
Shared Dispositive Power
40,540,928 Class B Ordinary Shares (1)
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,540,928 Class B Ordinary Shares
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
20.8%(2)
|
|||
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
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
|
|
9.
|
Quan Zhou
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|
10.
|
Chi Sing Ho
|
|
(a)
|
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
o An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
|
|
(g)
|
o A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
|
|
(h)
|
o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
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(k)
|
o Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
|
IDG-ACCEL CHINA GROWTH FUND L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
|
/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA GROWTH FUND-A L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
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||
Title: Authorized Signatory
|
||
IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd.,
its General Partner
|
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By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
IDG Technology Venture Investment III L.P.
By: IDG Technology Venture Investment III LLC,
its General Partner
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
IDG-ACCEL CHINA GROWTH FUND L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
IDG-ACCEL CHINA GROWTH FUND-A L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd.,
its General Partner
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
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
|
||
IDG-ACCEL CHINA GROWTH FUND GP ASSOCIATES LTD.
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
IDG-ACCEL CHINA INVESTORS ASSOCIATES LTD.
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
IDG TECHNOLOGY VENTURE INVESTMENT III L.P.
By: IDG Technology Venture Investment III LLC,
its General Partner
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
IDG TECHNOLOGY VENTURE INVESTMENT III LLC
|
||
By:
|
/s/ Quan ZHOU
|
|
Name: Quan ZHOU
|
||
Title: Authorized Signatory
|
||
QUAN ZHOU
|
||
By:
|
/s/ Quan ZHOU
|
|
CHI SING HO
|
||
By:
|
/s/ Chi Sing Ho
|