Sungy Mobile Limited
|
(Name of Issuer)
|
Class A Ordinary Shares, Par Value $0.0001 per Share (“Class A Ordinary Shares”)
|
(Title of Class of Securities)
|
86737M100(1)
|
(CUSIP Number)
|
Quan Zhou
IDG Capital Management (HK) Limited
Unit 5505, The Centre
99 Queen’s Road Central, Hong Kong
+ (852) 2529-1016
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
May 18, 2015
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 2 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG-Accel China Growth Fund L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
14,729,964 Class A Ordinary Shares(1)
|
8
|
SHARED VOTING POWER
3,010,129 Class A Ordinary Shares (2)
|
|
9
|
SOLE DISPOSITIVE POWER
14,729,964 Class A Ordinary Shares(1)
|
|
10
|
SHARED DISPOSITIVE POWER
3,010,129 Class A Ordinary Shares (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,740,093 Class A Ordinary Shares (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%(4)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. 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., Mr. Chi Sing Ho and Mr. 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 Persons 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) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement (as defined below)) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares that are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(4) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 3 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG-Accel China Growth Fund-A L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
3,010,129 Class A Ordinary Shares (1)
|
8
|
SHARED VOTING POWER
14,729,964 Class A Ordinary Shares (2)
|
|
9
|
SOLE DISPOSITIVE POWER
3,010,129 Class A Ordinary Shares (1)
|
|
10
|
SHARED DISPOSITIVE POWER
14,729,964 Class A Ordinary Shares (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,740,093 Class A Ordinary Shares (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%(4)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. 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., Mr. Chi Sing Ho and Mr. 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 Persons 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) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(4) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 4 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG-Accel China Investors L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,372,235 Class A Ordinary Shares (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,372,235 Class A Ordinary Shares (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,235 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (3)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Investors Associates Ltd., Mr. Chi Sing Ho and Mr. Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities. |
(2) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 5 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG Technology Venture Investment III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
21,428,600 Class A Ordinary Shares (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
21,428,600 Class A Ordinary Shares (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,428,600 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1% (3)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG Technology Venture Investment III, LLC, Mr. Chi Sing Ho and Mr. Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities. |
(2) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 6 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG-Accel China Growth Fund Associates L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
17,740,093 Class A Ordinary Shares (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
17,740,093 Class A Ordinary Shares (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,740,093 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1% (3)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. Including 14,729,964 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares of which the record owner is IDG-Accel China Growth Fund Associates L.P. and 3,010,129 Class B Ordinary Shares which are immediately convertible into Class A 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) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 7 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG-Accel China Growth Fund GP Associates Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
17,740,093 Class A Ordinary Shares (1)(2)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
17,740,093 Class A Ordinary Shares (1)(2)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,740,093 Class A Ordinary Shares (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1% (4)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. Including 14,729,964 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares of which the record owner is IDG-Accel China Growth Fund Associates L.P. and 3,010,129 Class B Ordinary Shares which are immediately convertible into Class A 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) | 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. |
(3) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(4) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 8 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG-Accel China Investors Associates Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,372,235 Class A Ordinary Shares (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,372,235 Class A Ordinary Shares (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,235 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (3)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. 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) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 9 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG Technology Venture Investment III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
21,428,600 Class A Ordinary Shares (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
21,428,600 Class A Ordinary Shares (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,428,600 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1% (3)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. The record owner of these securities is IDG Technology Venture Investment III, L.P. By virtue of being the general partner such record owner, the Reporting Person may also be deemed to have sole voting and dispositive power with respect to these securities. |
(2) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 10 of 19
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quan Zhou
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
The United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
40,540,928 Class A Ordinary Shares (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
40,540,928 Class A Ordinary Shares (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,540,928 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6% (3)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. Includes 14,729,964 Class B Ordinary Shares that are immediately convertible into Class A Ordinary Shares of which the record owner is IDG-Accel China Growth Fund L.P., 3,010,129 Class B Ordinary Shares that are immediately convertible into Class A 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 which are immediately convertible into Class A 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 Mr. 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 Mr. 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 Mr. Chi Sing Ho are managing members. By virtue of acting together with Mr. 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. |
(2) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 11 of 19
|
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) o
(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
0
|
8
|
SHARED VOTING POWER
40,540,928 Class A Ordinary Shares (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
40,540,928 Class A Ordinary Shares (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,540,928 Class A Ordinary Shares (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6% (3)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) | Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5. Including 14,729,964 Class B Ordinary Shares that are immediately convertible into Class A Ordinary Shares of which the record owner is IDG-Accel China Growth Fund L.P., 3,010,129 Class B Ordinary Shares that are immediately convertible into Class A Ordinary Shares of which the record owner is IDG-Accel China Growth Fund-A L.P., 1,372,235 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares of which the record owner is IDG-Accel China Investors L.P. and 21,428,600 Class B Ordinary Shares which are immediately convertible into Class A 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 Mr. 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 Mr. 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 Mr. Quan Zhou are managing members. By virtue of acting together with Mr. 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. |
(2) | The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement) who have disclosed that they collectively beneficially own 10,862,382 Class A Ordinary Shares and 38,895,676 Class B Ordinary Shares which are immediately convertible into Class A Ordinary Shares. See Items 2 and 5. |
(3) | The denominator used in the calculation of percentages of ownership is based on a total of (i) 80, 023,782 Class A Ordinary Shares outstanding as of March 31, 2015 (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and (ii) the number of Class A Ordinary Shares which the Reporting Person has the right to acquire upon conversion of Class B Ordinary Shares beneficially owned by the Reporting Person or upon the exercise of options or other rights within 60 days after the date hereof. See Item 5. |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 12 of 19
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 13 of 19
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 14 of 19
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 15 of 19
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 16 of 19
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 17 of 19
|
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 18 of 19
|
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 Investor 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 |
CUSIP No. 86737M100
|
SCHEDULE 13D |
Page 19 of 19
|
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 INVESTMEN III LLC
|
|||
By:
|
/s/ Quan ZHOU |
||
Name: Quan ZHOU
Title: Authorized Signatory |
QUAN ZHOU
|
|||
By:
|
/s/ Quan ZHOU |
||
Name: Quan ZHOU
|
CHI SING HO
|
|||
By:
|
/s/ Chi Sing Ho |
||
Name: Chi Sing Ho
|
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 Investor 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 INVESTMEN III LLC
|
|||
By:
|
/s/ Quan ZHOU |
||
Name: Quan ZHOU
Title: Authorized Signatory |
QUAN ZHOU
|
|||
By:
|
/s/ Quan ZHOU |
||
Name: Quan ZHOU
|
CHI SING HO
|
|||
By:
|
/s/ Chi Sing Ho |
||
Name: Chi Sing Ho
|
ARTICLE I PROPOSAL; DEBT FINANCING; HOLDCO OWNERSHIP
|
2
|
||
Section 1.01
|
Transaction
|
2
|
|
Section 1.02
|
Additional Consortium Members
|
2
|
|
Section 1.03
|
Authority of Senior Management Member Representative
|
2
|
|
Section 1.04
|
Appointment of Senior Management Member Representative
|
2
|
|
Section 1.05
|
Debt Financing
|
3
|
|
Section 1.06
|
Share Contribution
|
3
|
|
Section 1.07
|
Holdco Ownership
|
3
|
|
ARTICLE II INFORMATION SHARING AND ROLES; ADVISORS; APPROVALS
|
4
|
||
Section 2.01
|
Information Sharing and Roles
|
4
|
|
Section 2.02
|
Appointment of Advisors
|
4
|
|
Section 2.03
|
Approval
|
5
|
|
ARTICLE III TRANSACTION COSTS
|
5
|
||
Section 3.01
|
Expenses and Fee Sharing
|
5
|
|
ARTICLE IV EXCLUSIVITY
|
6
|
||
Section 4.01
|
Exclusivity Period
|
6
|
|
ARTICLE V TERMINATION
|
7
|
||
Section 5.01
|
Failure to Agree; Other Termination Events
|
7
|
|
Section 5.02
|
Effect of Termination
|
8
|
|
ARTICLE VI ANNOUNCEMENTS AND CONFIDENTIALITY
|
8
|
||
Section 6.01
|
Announcements
|
8
|
|
Section 6.02
|
Confidentiality
|
8
|
|
Section 6.03
|
Permitted Disclosures
|
8
|
|
ARTICLE VII NOTICES
|
9
|
||
Section 7.01
|
Notices
|
9
|
|
ARTICLE VIII REPRESENTATIONS AND WARRANTIES
|
10
|
||
Section 8.01
|
Representations and Warranties
|
10
|
|
Section 8.02
|
Company Ordinary Shares
|
10
|
|
Section 8.03
|
Separate Representations and Warranties
|
10
|
|
Section 8.04
|
Reliance
|
11
|
|
ARTICLE IX MISCELLANEOUS
|
11
|
||
Section 9.01
|
Entire Agreement
|
11
|
|
Section 9.02
|
Further Assurances
|
11
|
|
Section 9.03
|
Severability
|
11
|
|
Section 9.04
|
Amendments; Waivers
|
11
|
|
Section 9.05
|
Language
|
11
|
|
Section 9.06
|
Assignment; No Third Party Beneficiaries
|
11
|
|
Section 9.07
|
No Partnership or Agency
|
12
|
|
Section 9.08
|
Counterparts
|
12
|
|
Section 9.09
|
Governing Law and Dispute Resolution
|
12
|
|
Section 9.10
|
Remedies
|
12
|
|
Section 9.11
|
Limitation on Liability
|
12
|
|
ARTICLE X DEFINITIONS AND INTERPRETATION
|
12
|
Section 10.01
|
Definitions
|
12
|
|
Section 10.02
|
Statutory Provisions
|
15
|
|
Section 10.03
|
Recitals and Schedules
|
15
|
|
Section 10.04
|
Meaning of References
|
15
|
|
Section 10.05
|
Headings
|
16
|
|
Section 10.06
|
Negotiation of the Agreement
|
16
|
|
Registered Office: | c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY-9005, Cayman Islands |
Correspondence Address: | c/o IDG Capital Management (HK) Ltd. Unit 5505, 55/F, The Centre, 99 Queen’s Road Central, Hong Kong Attention: Mr. Chi Sing Ho Facsimile: +852–2529-1619 |
with a copy to: | Room 616, Tower A, COFCO Plaza, 8 Jianguomennei Dajie Beijing, 100005, P.R. China Attention: Mr. Xiaobing Yin / Ms. Bin Li Facsimile: +86 10 8512 0225 |
By:
|
/s/ Yuqiang Deng | ||
Name: | Yuqiang Deng | ||
Title: | Senior Management Representative and Chairman and CEO of the Company | ||
By:
|
/s/ Zhi Zhu | ||
Name: | Zhi Zhu | ||
Title: | Senior Management Member and COO of the Company | ||
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/Chi Sing Ho | ||
Name: | Chi Sing Ho | ||
Title: | Authorised 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/Chi Sing Ho | ||
Name: | Chi Sing Ho | ||
Title: | Authorised Signatory |
IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd., its General Partner |
|||
By:
|
/s/Chi Sing Ho | ||
Name: | Chi Sing Ho | ||
Title: | Authorised Signatory |
IDG TECHNOLOGY VENTURE INVESTMENT III, L.P
By: IDG Technology Venture Investment II LLC, its General Partner |
|||
By:
|
/s/Chi Sing Ho | ||
Name: | Chi Sing Ho | ||
Title: | Authorised Signatory |
(1) Name of Party
|
(2) Number of Company Ordinary Shares Rolled Over
|
(3) Number of Company Ordinary Shares Not Rolled Over
|
(4) Other Securities of the Company Rolled Over
|
(5) Other Securities of the Company Not Rolled Over
|
(6) Percentage Ownership of Holdco after the Transaction
|
Yuqiang Deng
|
38,895,676
|
70%
|
|||
Zhi Zhu
|
|||||
IDG-Accel China Growth Fund L.P.
|
14,729,964
|
30%
|
|||
IDG-Accel China Growth Fund A - L.P.
|
3,010,129
|
||||
IDG Technology Venture Investment III, L.P.
|
21,428,600
|
||||
IDG-Accel China Investors L.P.
|
1,372,235
|
1 | Buyer. We intend to form a transaction vehicle (“Buyer”) for the purpose of pursuing the Transaction. |
2 | Purchase Price. The purchase price payable will be US$4.9 per American Depositary Share (“ADSs,” each ADS representing six Class A ordinary shares of the Company) or approximately US$0.82 per ordinary share in cash, in each case other than for certain ADSs or ordinary shares held by directly or indirectly by us, who would continue to hold equity. |
3 | Financing. We intend to finance the Transaction with debt. We expect commitments for the debt financing, subject to the terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are executed. |
4 | Due Diligence. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Transaction in a timely manner and in parallel with discussions on the Definitive Agreements. |
5 | Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) in respect of the Transaction. These agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transaction of this type. |
6 | Process. Given our involvement in the Transaction, we believe it is prudent and in the best interests of the Company for the Company’s Board of Directors to establish a special committee of independent directors to consider the Transaction (the “Special Committee”). We also expect that the Special Committee would retain independent advisors, including an independent financial advisor, to assist it in its work. |
7 | Confidentiality. We are sure you will agree that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements. |
8 | No Binding Commitment. This proposal letter does not constitute an offer capable of acceptance or any binding commitment with respect to a Transaction. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation. |
/s/ Yugiang Deng
|
Yuqiang Deng
|
/s/ Zhi Zhu
|
Zhi Zhu
|