[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] [THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by special resolutions passed on October 8, 2013) THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by a Special Resolution passed on October 18, 2013 and effective conditional and immediately upon the effectiveness of the Registration Statement on Form F-1 relating to the initial public offering of the Company’s American] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the undertaking called SUNGY MOBILE LIMITED To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 4 d573845dex42.htm EX-4.2] [GO INNOVATION INC. THE SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated as of September ____1______, 2013 TABLE OF CONTENTS 1. Certain Definitions 5 2. Financial Statements and Reports and Information and Inspection Rights 12 3. Election of Directors; Management 13 4. Right of Participation 15 5. Right of First Refusal; Co-Sale Right 17 6. 25] [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 People’s Republic of China — [ Dear Sirs Sungy Mobile Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Sungy Mobile Limited (the “ 1] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES FIRM/AFFILIATE TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT October 22, 2013 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Sungy Mobile Limited Floor 17, Tower A,] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2006 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2010 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee] [FORM OF EMPLOYMENT AGREEMENT Group This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a “ 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a “ 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a “ 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10.27 35 d573845dex1027.htm EX-10.27] [SPOUSAL CONSENT EX-10.28 36 d573845dex1028.htm EX-10.28] [SUPPLEMENTARY AGREEMENT TO CERTAIN DOCUMENTS IN RELATION TO VARIABLE INTEREST ENTITIES Agreement This Supplementary Agreement (the “ (1) Sungy Mobile Limited Sungy (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (6) Guangzhou] [SUNGY MOBILE LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Sungy Mobile Limited 2013 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [List of Significant Subsidiaries of Sungy Mobile Limited 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 Guangzhou Jiubang Digital Technology Co., Ltd. PRC Variable interest entity Guangzhou Sanju] [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 October 22, 2013 EX-23.1 40 d573845dex231.htm EX-23.1] [Consent of App Annie Limited 10/17/2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China Ladies and Gentlemen: Yours faithfully For and on behalf of App Annie Limited Bertrand Schmitt Director 1 Appendix A 1. We were one of the top three publishers worldwide on Google] [Sungy Mobile Limited Code of Business Conduct and Ethics Purpose Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the]