[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 40 ITEM 4A UNRESOLVED STAFF COMMENTS 68 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 91 ITEM] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SHARES PURCHASE AGREEMENT Agreement THIS SHARES PURCHASE AGREEMENT (this “ (A) Northern Light Northern Light Venture Capital II, Ltd., a company organized and existing under the laws of the Cayman Islands (“ (B) Sina Sina Hong Kong Ltd., a company organized and existing under the laws of Hong Kong (“ (C) Company MobileWoo Technology Holdings Limited,] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This Second Amended and Restated Right of First Refusal and Co-Sale Agreement (the “ Company (A) MobileWoo Technology Holdings Limited, a Cayman Islands company (the “ HK Sub (B) MobileWoo (China) Technology Development Limited PRC WFOE (C) Beijing MobileWoo Technology Co., Ltd. Beijing M15] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED MEMBERS AGREEMENT Agreement This Second Amended and Restated Members Agreement (the “ Company (A) MobileWoo Technology Holdings Limited, a Cayman Islands company (the “ HK Sub (B) MobileWoo (China) Technology Development Limited PRC WFOE (C) Beijing MobileWoo Technology Co., Ltd. Beijing M15 (D) Beijing MobileWo Information Technology Co., Ltd. Beijing MobileWu Domestic] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Founders’ BVI Holding Entity Investor Founder Founders Members THIS SECOND AMENDED AND RESTATED VOTING AGREEMENT (this “ RECITALS Former Voting Agreement MobileWoo Technology Holdings Limited Shares Purchase Agreement Purchase Agreement C. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the parties hereto desire] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT Agreement Effective Date Company Holding Entity Legal Holder Schedule A Founder Founders This Amended and Restated Restricted Share Agreement (this “ RECITALS WHEREAS Purchaser Series A Preferred Shares Series B Preferred Shares Preferred Shares Purchase Agreement WHEREAS Shares Schedule A, Schedule A; WHEREAS Zhi Zhu’s Restricted Shares Wei Zhang’s Restricted] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (the “ A. The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for corporate directors, officers, employees, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and the Indemnitee further] [INVESTMENT AGREEMENT by and among Guangzhou Jiubang Digital Technology Co., Ltd. and Yingming Chang Guangzhou Jiucai Information Technology Co., Ltd. November 28 Dated Investment Agreement This agreement, dated November 28, 2014, is entered into in Guangzhou, Guangdong Province, China, by and among: Party A: Guangzhou Jiubang Digital Technology Co., Ltd., Party B: Yingming Chang The Company: Guangzhou Jiucai information Technology] [List of Significant Subsidiaries Name Jurisdiction of incorporation Relationship with the Jiubang Computer Technology (Guangzhou) Co., Ltd. PRC Wholly-owned subsidiary XMedia Technologies Ltd Cayman Islands Wholly-owned subsidiary XMedia Technologies Limited Hong Kong Wholly-owned subsidiary Beijing XMedia Science and Technology Co., Ltd. PRC Wholly-owned subsidiary Sungy Technology Limited British Virgin Islands Wholly-owned subsidiary Sungy Technology Corporation the United States of America] [Certification by the Chief Executive Officer I, Yuqiang Deng, certify that: 1. I have reviewed this annual report on Form 20-F of Sungy Mobile Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Financial Officer I, Longfei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sungy Mobile Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yuqiang Deng Chief Executive Officer EX-13.1 12 d856132dex131.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Longfei Zhou Chief Financial Officer EX-13.2 13 d856132dex132.htm EX-13.2] [Our ref SSY/683638-000001/7981924v1 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 People’s Republic of China 16 April, 2015 Dear Sir Re: Sungy Mobile Limited Company We have acted as legal advisors as to the laws of the Cayman Islands to Sungy Mobile] [AGDA ARTNERS F http://www.fangdalaw.com email@fangdalaw.com E-mail: Tel.: 86-755-8256-0188 Fax: 86-755-8256-0189 Ref.: 15CF0086 14/F, Tower Two, Kerry Plaza 1 Zhong Xin Si Road Futian District Shenzhen 518048, China April 16, 2015 To: Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3 Road, Yuexiu District Guangzhou 510055 The People’s Republic of China Re: 2014 Annual Report on] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the incorporation by reference in the registration statement (No. 333-197416) on Form S-8 of Sungy Mobile Limited of our report dated April 15, 2015, with respect to the consolidated balance sheets of Sungy Mobile Limited as of December 31, 2014 and 2013, and]