GOMO [Sungy Mobile] 8-A12B: (Original Filing)
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2 Sungy Mobile Limited]
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2 Sungy Mobile Limited]
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2 Sungy Mobile Limited]
[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ Sungy Mobile Limited (Exact name of issuer of deposited securities as specified in its charter) n/a Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1 Chase] [J.P.Morgan TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 November 12, 2013 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited Class A ordinary shares of Sungy Mobile]
[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ Sungy Mobile Limited (Exact name of issuer of deposited securities as specified in its charter) n/a Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1 Chase] [J.P.Morgan TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 November 12, 2013 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited Class A ordinary shares of Sungy Mobile]
[November 12, 2013 VIA EDGAR Larry Spirgel, Assistant Director Celeste Murphy, Legal Branch Chief Ajay Koduri, Staff Attorney Terry French, Accounting Branch Chief Michael Henderson, Staff Accountant Division of Corporation Finance 100 F Street, N.E. Re: Sungy Mobile Limited (CIK No. 0001584133) Response to the Staffs Comment Letter Dated November 1, 2013 Dear Mr. Spirgel, Ms. Murphy, Mr. Koduri, Mr.]
[November 12, 2013 VIA EDGAR Larry Spirgel, Assistant Director Celeste Murphy, Legal Branch Chief Ajay Koduri, Staff Attorney Terry French, Accounting Branch Chief Michael Henderson, Staff Accountant Division of Corporation Finance 100 F Street, N.E. Re: Sungy Mobile Limited (CIK No. 0001584133) Response to the Staffs Comment Letter Dated November 1, 2013 Dear Mr. Spirgel, Ms. Murphy, Mr. Koduri, Mr.]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount of shares to be Proposed maximum offering price per share Proposed maximum Amount of Class A ordinary shares, par value US$0.0001 per share(2)(3) 48,300,000 US$1.92 US$92,575,000 US$11,923.66 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under] [TABLE OF CONTENTS PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this 1. Company Sungy Mobile Limited, a company incorporated in the Cayman Islands (the 2. Purchaser Qihoo 360 Technology Co. Ltd., an exempted limited liability company incorporated in the Cayman Islands (the W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this (1) Company Sungy Mobile Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the (2) Purchaser Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Party Parties The Company and] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Sungy Mobile Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Party, Parties Cheetah Technology Corporation Limited W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form F-1] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this (1) Company Sungy Mobile Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the (2) Purchaser Cheetah Technology Corporation Limited Party Parties The Company and the Purchaser, are sometimes herein referred to each as a RECITALS A. Subscription Agreement Ordinary Shares] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the use of our report included herein and to the reference to our firm under the heading Experts in the registration statement. Beijing, China November 12, 2013 EX-23.1 7 d573845dex231.htm EX-23.1] [October 15, 2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 8 d573845dex236.htm EX-23.6] [October 15, 2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 9 d573845dex237.htm EX-23.7]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount of shares to be Proposed maximum offering price per share Proposed maximum Amount of Class A ordinary shares, par value US$0.0001 per share(2)(3) 48,300,000 US$1.92 US$92,575,000 US$11,923.66 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under] [TABLE OF CONTENTS PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this 1. Company Sungy Mobile Limited, a company incorporated in the Cayman Islands (the 2. Purchaser Qihoo 360 Technology Co. Ltd., an exempted limited liability company incorporated in the Cayman Islands (the W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this (1) Company Sungy Mobile Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the (2) Purchaser Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Party Parties The Company and] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Sungy Mobile Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Party, Parties Cheetah Technology Corporation Limited W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form F-1] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this (1) Company Sungy Mobile Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the (2) Purchaser Cheetah Technology Corporation Limited Party Parties The Company and the Purchaser, are sometimes herein referred to each as a RECITALS A. Subscription Agreement Ordinary Shares] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the use of our report included herein and to the reference to our firm under the heading Experts in the registration statement. Beijing, China November 12, 2013 EX-23.1 7 d573845dex231.htm EX-23.1] [October 15, 2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 8 d573845dex236.htm EX-23.6] [October 15, 2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 9 d573845dex237.htm EX-23.7]
[KADDEN RPS LATE EAGHER LOM S ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A EGISTERED OREIGN AWYERS R ULIE AO ALIFORNIA Z. J REGORY IAO EW ORK]
[SUBJECT TO COMPLETION, DATED , 2013 American Depositary Shares Sungy Mobile Limited Representing Class A Ordinary Shares This is an initial public offering of American Depositary Shares, or ADSs, of Sungy Mobile Limited. Sungy Mobile Limited is offering ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value US$0.0001 per share. We are] [Our ref SSY/683638-000001/6469746v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China 22 October 2013 Dear Sirs Sungy Mobile Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Sungy Mobile Limited (the ] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the use of our report included herein and to the reference to our firm under the heading Experts in the registration statement. Beijing, China November 1, 2013 EX-23.1 3 d573845dex231.htm EX-23.1]