0000950103-14-001022.txt : 20140212 0000950103-14-001022.hdr.sgml : 20140212 20140212063345 ACCESSION NUMBER: 0000950103-14-001022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENT III, LLC GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND ASSOCIATES L.P. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND GP ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND L.P. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND-A L.P. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS L.P. GROUP MEMBERS: QUAN ZHOU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sungy Mobile Ltd CENTRAL INDEX KEY: 0001584133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87724 FILM NUMBER: 14596556 BUSINESS ADDRESS: STREET 1: FLOOR 17, TOWER A, STREET 2: NO. 33 ZHONGSHAN 3RD ROAD CITY: GUANG ZHOU STATE: F4 ZIP: 510055 BUSINESS PHONE: 00862066815066 MAIL ADDRESS: STREET 1: FLOOR 17, TOWER A, STREET 2: NO. 33 ZHONGSHAN 3RD ROAD CITY: GUANG ZHOU STATE: F4 ZIP: 510055 FORMER COMPANY: FORMER CONFORMED NAME: GODV Technology Ltd DATE OF NAME CHANGE: 20130926 FORMER COMPANY: FORMER CONFORMED NAME: Sungy Data Ltd. DATE OF NAME CHANGE: 20130819 FORMER COMPANY: FORMER CONFORMED NAME: GO Mobile Inc. DATE OF NAME CHANGE: 20130808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ho Chi Sing CENTRAL INDEX KEY: 0001545806 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: UNIT 1509, THE CENTER STREET 2: 99 QUEEN'S ROAD, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13G 1 dp43893_sc13g-sungy.htm FORM SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 
Sungy Mobile Limited
(Name of Issuer)
 
Class B Ordinary Shares, Par Value $0.0001 Per Share (“Class B Ordinary Shares”)
(Title of Class of Securities)
 
86737M1001
(CUSIP Number)
 
December 31, 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:
 
 o    Rule 13d-1(b)
o    Rule 13d-1(c)
þ 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).
 
 
 
1 This CUSIP number applies to the Issuer’s ADSs.
 
 
 
Page 1 of 17
 
 
 
 
CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG-Accel China Growth Fund L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
14,729,964 Class B Ordinary Shares (1)
 
6.
 
Shared Voting Power
3,010,129 Class B Ordinary Shares (2)
 
7.
 
Sole Dispositive Power
14,729,964 Class B Ordinary Shares (1)
 
8.
 
Shared Dispositive Power
3,010,129 Class B Ordinary Shares (2)
 
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%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund Associates L.P., IDG-Accel China Growth Fund GP Associates Ltd., Chi Sing Ho and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Growth Fund-A L.P. is the record owner of these securities. The Reporting Person and IDG-Accel China Growth Fund-A L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP Associates Ltd.  By virtue of this affiliation, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund-A L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 2 of 17
 
 
 
CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG-Accel China Growth Fund-A L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
3,010,129 Class B Ordinary Shares(1)
 
6.
 
Shared Voting Power
14,729,964 Class B Ordinary Shares(2)
 
7.
 
Sole Dispositive Power
3,010,129 Class B Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
14,729,964 Class B Ordinary Shares(2)
 
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%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund Associates L.P., IDG-Accel China Growth Fund GP Associates Ltd., Chi Sing Ho and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Growth Fund L.P. is the record owner of these securities. The Reporting Person and IDG-Accel China Growth Fund L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP Associates Ltd.  By virtue of this affiliation, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 3 of 17
 
 
 
 
CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG-Accel China Growth Fund Associates L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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)
 
6.
 
Shared Voting Power
0
 
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)
PN
 
 
(1) Including 14,729,964 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund L.P. and 3,010,129 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund-A L.P.  By virtue of being the general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 4 of 17
 
 
 
 
CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG-Accel China Growth Fund GP Associates Ltd.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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)
 
6.
 
Shared Voting Power
0
 
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
 
 
(1) Including 14,729,964 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund L.P. and 3,010,129 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund-A L.P.  By virtue of being the ultimate general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 5 of 17
 
 
 
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
 
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
 
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)
0.7%(2)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Investors Associates Ltd., Chi Sing Ho and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 6 of 17
 
 
 
CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG-Accel China Investors Associates Ltd.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
 
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)
0.7%(2)
 
12.
Type of Reporting Person (See Instructions)
CO
 
 
(1) The record owner of these securities is IDG-Accel China Investors L.P.  By virtue of being the general partner of such record owner, the Reporting Person may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 7 of 17
 
 
 

CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG Technology Venture Investment III, L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
 
11.
Percent of Class Represented by Amount in Row (9)
11.0%(2)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG Technology Venture Investment III, LLC, Chi Sing Ho and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
Page 8 of 17
 
 
 

CUSIP No.
 
86737M100
1.
Names of Reporting Persons
IDG Technology Venture Investment III, LLC
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
 
11.
Percent of Class Represented by Amount in Row (9)
11.0%(2)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) The record owner of these securities is IDG Technology Venture Investment III, L.P.  By virtue of being the general partner of such record owner, the Reporting Person may also be deemed to have sole voting and dispositive power with respect to these securities.
 
 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
 
Page 9 of 17
 

 

CUSIP No.
 
86737M100
1.
Names of Reporting Persons
Quan Zhou
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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)
 
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) Including 14,729,964 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund L.P., 3,010,129 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund-A L.P., 1,372,235 Class B Ordinary Shares of which the record owner is IDG-Accel China Investors L.P. and 21,428,600 Class B Ordinary Shares of which the record owner is IDG Technology Venture Investment III, L.P. The ultimate general partner of IDG-Accel China Growth Fund L.P. and IDG-Accel China Growth Fund-A L.P. is IDG-Accel China Growth Fund GP Associates Ltd., of which the Reporting Person and Chi Sing Ho are directors.  The general partner of IDG-Accel China Investors L.P. is IDG-Accel China Investors Associates Ltd., of which the Reporting Person and Chi Sing Ho are directors.  The general partner of IDG Technology Venture Investment III, L.P. is IDG Technology Venture Investment III, LLC, of which the Reporting Person and Chi Sing Ho are managing members. By virtue of acting together with Chi Sing Ho to direct the management and operations of IDG-Accel China Growth Fund GP Associates Ltd.,  IDG-Accel China Investors Associates Ltd. and IDG Technology Venture Investment III, LLC, the Reporting Person may be deemed to have shared voting and dispositive power with respect to all these securities.
 
 
 
 
 
Page 10 of 17
 

 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.
 
 
 
 
 
 
 
Page 11 of 17
 
 
 
CUSIP No.
 
86737M100
1.
Names of Reporting Persons
Chi Sing Ho
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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) Including 14,729,964 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund L.P., 3,010,129 Class B Ordinary Shares of which the record owner is IDG-Accel China Growth Fund-A L.P., 1,372,235 Class B Ordinary Shares of which the record owner is IDG-Accel China Investors L.P. and 21,428,600 Class B Ordinary Shares of which the record owner is IDG Technology Venture Investment III, L.P.  The ultimate general partner of IDG-Accel China Growth Fund L.P. and IDG-Accel China Growth Fund-A L.P. is IDG-Accel China Growth Fund GP Associates Ltd., of which the Reporting Person and Quan Zhou are directors.  The general partner of IDG-Accel China Investors L.P. is IDG-Accel China Investors Associates Ltd., of which the Reporting Person and Quan Zhou are directors.  The general partner of IDG Technology Venture Investment III, L.P. is IDG Technology Venture Investment III, LLC, of which the Reporting Person and Quan Zhou are managing members. By virtue of acting together with Quan Zhou to direct the management and operations of IDG-Accel China Growth Fund GP Associates Ltd.,  IDG-Accel China Investors Associates Ltd. and IDG Technology Venture Investment III, LLC, the Reporting Person may be deemed to have shared voting and dispositive power with respect to all these securities.
 
 
 
 
Page 12 of 17
 
 
 

 
(2) Based upon 194,130,858 ordinary shares immediately after the Issuer’s initial public offering, according to the prospectus filed by the Issuer pursuant to Rule 424(b)(4) on November 22, 2013.

 
 
 
 
 
 
 
 
Page 13 of 17
 
 

 Item 1(a).  Name of Issuer
 
Sungy Mobile Limited
 
Item 1(b).  Address of Issuer’s Principal Executive Offices
 
Floor 17, Tower A, China International Center
No. 33 Zhongshan 3rd Road
Yuexiu District, Guangzhou 510055
People’s Republic of China

 
Item 2(a).  Name of Persons Filing
 
 
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
 
10.
Chi Sing Ho

The above persons have agreed that this statement may be filed by IDG-Accel China Growth Fund L.P. (“IDG Fund LP”), IDG-Accel China Growth Fund-A L.P. (“IDG Fund-A LP”), IDG-Accel China Investors L.P. (“IDG Investors LP”) and IDG Technology Venture Investment III, L.P. (“IDG Investment LP”) on behalf of all of them jointly pursuant to Rule 13d-1(k).  A copy of such agreement is attached as an exhibit to this statement.
 
Each of IDG Fund LP and IDG Fund-A LP is a limited partnership organized under the laws of the Cayman Islands.  The general partner of both IDG Fund LP and IDG Fund-A LP is IDG-Accel China Growth Fund Associates L.P. (“IDG Associates LP”), a limited partnership organized under the laws of the Cayman Islands.  The general partner of IDG Associates LP is IDG-Accel China Growth Fund GP Associates Ltd. (“IDG GP”), a limited liability company incorporated under the laws of the Cayman Islands.  IDG Investors LP is a limited partnership organized under the laws of the Cayman Islands.  The general partner of IDG Investors LP is IDG-Accel China Investors Associates Ltd. (“IDG Investors GP”), a limited liability company incorporated under the laws of the Cayman Islands. IDG Investment LP is a limited partnership organized under the laws of the State of Delaware. The general partner of IDG Investment LP is IDG Technology Venture Investment III, LLC (“IDG Investment LLC”), a limited liability partnership organized under the laws of the State of Delaware.The directors of IDG GP are Chi Sing Ho and Quan Zhou.  The directors of IDG Investors GP are Chi Sing Ho and Quan Zhou. The managing members of IDG Investment LLC are Chi Sing Ho and Quan Zhou.
 
Item 2(b).  Address of Principal Business Office or, If None, Residence
 
For all reporting persons:
 
c/o IDG Capital Management (HK) Limited
Unit 5505, The Centre
99 Queen’s Road Central
Hong Kong
 
Item 2(c).  Citizenship
 
Quan Zhou is a citizen of the United States of America. Chi Sing Ho is a citizen of Canada. IDG Fund LP, IDG Fund-A LP, IDG Associates LP, IDG GP, IDG Investors LP and IDG Investors GP are each organized under the
 
 
 
 
Page 14 of 17
 
 
 
laws of the Cayman Islands. IDG Investment LP and IDG Investment LLC are each organized under the laws of the State of Delaware.
 
Item 2(d).  Title of Class of Securities
 
Class B Ordinary shares, par value $ 0.0001 per share (“Class B Ordinary Shares”).
 
Item 2(e).  CUSIP Number
 
86737M100 (ADSs)
 
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:
 
 
 
(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);
 
 
(k)
o   Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.
 
Item 4.  Ownership.
 
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
N/A.
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 
 N/A.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
N/A.
 
 
 
 
 
Page 15 of 17
 
 
 
 
Item 8.  Identification and Classification of Members of the Group.
 
N/A.
 
Item 9.  Notice of Dissolution of Group.
 
N/A.
 
Item 10.  Certifications.
 
N/A.
 
 
 

 
 
Page 16 of 17
 
 
 
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
 
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 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
  
 
 
 
 
Page 17 of 17
 

 
Joint Filing Agreement
 
 
We, the undersigned, hereby agree that the Statement on Schedule 13G in connection with the securities of Sungy Mobile Limited to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG-Accel China Investors L.P. and  IDG Technology Venture Investment III L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
Page 1 of 3
 
 
 
Dated: February 12, 2014
 
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
  
   
 
 
 
 
Page 2 of 3
 
 
 
 
 
   
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
  

 
 
 
 
 Page 3 of 3