Form 6-K SKY-MOBI Ltd For: Nov 20

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2015

 

Commission File Number: 001-34988

 

SKY-MOBI LIMITED

 

10/F, Building B, United Mansion

No. 2, Zijinghua Road, Hangzhou

Zhejiang 310013

People’s Republic of China

(86-571) 8777-0978

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-N/A)

 

 

EXHIBIT INDEX

 

Number	Description of Document
99.1	Press Release regarding Sky-mobi’s Annual General Meeting to be held on December 26, 2015
99.2	Notice of Sky-mobi’s Annual General Meeting to be held on December 26, 2015
99.3	Form of Proxy of Annual General Meeting

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SKY-MOBI LIMITED
	By:	/s/ Michael Tao Song
	Name:	Michael Tao Song
	Title:	Chairman and chief executive officer

 

Dated: November 20, 2015 

 

 

Exhibit 99.1

 

Sky-mobi Limited to Hold 2015 Annual General Meeting on December 26, 2015

 

HANGZHOU, China, November 20, 2015, Sky-mobi Limited (“Sky-mobi” or the “Company”) (NASDAQ: MOBI), a leading mobile application platform and game publisher in China, today announced that it will hold its annual general meeting of shareholders at 10/F, Building B, United Mansion, No. 2 Zijinghua Road, Hangzhou, Zhejiang, People’s Republic of China at 2:00 p.m. (China Standard Time) on December 26, 2015.

 

The Company will propose at the annual general meeting to re-elect Mr. Min Xu and Mr. Wei Zhou as the Company’s directors and to ratify the appointment of Deloitte Touche Tohmatsu as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

 

Holders of record of the Company’s common shares on the close of business on November 13, 2015 (Eastern Standard Time) (the “Record Date”) are entitled to receive notice and vote at the annual general meeting or any adjournment. Holders of record of the Company’s American Depository Shares at the close of the business on the Record Date who wish to exercise their voting rights of the underlying common shares must act through the depository of the Company’s ADS program. Shareholders are cordially invited to attend the annual general meeting.

 

A notice of the annual general meeting describing the matters to be considered at the meeting is available on Sky-mobi’s investor relations website at http://ir.mopo.com. The Company’s 20-F for the transition period from April 1, 2014 to December 31, 2014 is also available online.

 

Shareholders of the Company may obtain a hard copy of the Company’s 20-F free of charge by emailing Investor Relations, Sky-mobi Limited, at [email protected], or by writing to:

 

10/F, Building B, United Mansion

No. 2 Zijinghua Road

Hangzhou, Zhejiang 310013

People’s Republic of China

Attention: Mr. Fischer Chen

 

About Sky-mobi Limited:

 

Sky-mobi Limited is a leading mobile application platform and game publisher in China. The Company works with handset companies to pre-install its Maopao App Store and other Maopao applications on handsets and with content providers to provide users with applications and content titles. Users of Maopao App Store can browse, download and enjoy a range of applications and content, such as single-player games, mobile music and books on various mobile handsets with different hardware and operating system configurations. The Company also publishes domestic and foreign game titles through its own Maopao App Store platform and third party platforms. The Company’s mobile social network community in China, the Maopao Community, offers mobile social games as well as applications and content with social networking functions to its registered users. The Company is based in Hangzhou, China. For more information, please visit: www.sky-mobi.com.

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by such terms as “may,” “will,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues” or other similar expressions, the negative of these terms, or other comparable terminology. Such statements, including statements relating to the Company’s business outlook, are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company and its industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

 

Investor Relations Contact:

 

ICR, Inc.

Vera Tang

Phone: + (1) (646) -915-1615 (US)

Email: [email protected]

Source: Sky-mobi

  

 

Exhibit 99.2

 

SKY-MOBI LIMITED

(Incorporated in the Cayman Islands with Limited Liability)

__________________

 

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “AGM”) of Sky-Mobi Limited (the “Company”) will be held at 10/F, Building B, United Mansion, No. 2 Zijinghua Road, Hangzhou, Zhejiang, People’s Republic of China, at 2:00 P.M. (China Standard Time) on December 26, 2015 for the purpose of considering and, if thought passing and approving the following resolutions as ordinary resolutions:

 

ORDINARY RESOLUTIONS

 

1.

Retirement and re-election of Mr. Min Xu and Mr. Wei Zhou as Class B directors of the Company;

 

2.

Ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015; and

 

3.

Authorization of Mr. Michael Tao Song to take any and every action that might be necessary to effect the foregoing resolutions as he, in his absolute discretion, thinks fit.

 

The Board of Directors of the Company has fixed the close of business on November 13, 2015 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjournment thereof. Holders of the Company’s American Depository Shares who wish to exercise their voting rights for the underlying shares must act through the depository.

  

By order of the Board of Directors of Sky-mobi Limited

 

/s/ Michael Tao Song                                                             

Michael Tao Song

Chairman

 

For and on behalf of the Board of Directors of Sky-mobi Limited

Dated: November 18, 2015

 

 

Executive Office:   10/F, Building B, United Mansion No. 2, Zijinghua Road, Hangzhou Zhejiang 310013 People’s Republic of China

Registered Office:   Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

  

NOTES

 

1

A shareholder entitled to attend and vote at the above AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.  A proxy need not be a shareholder of the Company.

 

2

A form of proxy for the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then send it to, or deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Sky-mobi Limited at 10/F, Building B, United Mansion, No. 2, Zijinghua Road, Hangzhou, Zhejiang, 310013, People’s Republic of China or send it by facsimile to +(86) 571-8775-8616, in each case marked for the attention of Jason Chen not later than 7 days (i.e., December 18, 2015, 2:00 P.M.) before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than twenty-four hours before the time appointed for the taking of the poll.

 

3

Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

 

4

If two or more persons are jointly regarded as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.  For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

 

5

Any corporation or other non-natural person which is a shareholder may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder.

 

6

If a clearing house (or its nominee) is a shareholder, it may, by resolution of its directors or other governing body or by power of attorney, authorize such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company provided that, if more than one person is so authorized, the authorization shall specify the number and class of shares in respect of which each such person is so authorized.  A person so authorized shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual shareholder of the Company holding the number and class of shares specified in such authorization.

 

7

The quorum for the AGM shall be at least two (2) shareholders entitled to vote and present throughout the meeting in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative, representing not less than one-third in nominal value of the total issued voting shares of the Company.

 

 

Exhibit 99.3

 

SKY-MOBI LIMITED

(Incorporated in the Cayman Islands with limited liability)

 

 

FORM OF PROXY FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON DECEMBER 26, 2015

 

I/We
	Please Print Name(s)

  

Please Print Name(s)

 

of
	Please Print Address(es)

 

being (a) registered shareholder(s) of Sky-mobi Limited (the “Company”) with ordinary shares hereby appoint the Chairman of the AGM (as defined below) or

 

________________________________ of _____________________________

 

or failing him/her

 

________________________________ of _____________________________

 

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the “AGM”) to be held at 10/F, Building B, United Mansion, No. 2 Zijinghua Road, Hangzhou, Zhejiang, People’s Republic of China, at 2:00 P.M. (China Standard Time) on December 26, 2015 and at any adjournment of the AGM. My proxy is instructed to vote on resolutions as indicated below:

 

	Ordinary Resolution	For	Against	Abstain
1.	Proposal No. 1 — Retirement and re-election of Mr. Min Xu and Mr. Wei Zhou as Class B directors of the Company
2.	Proposal No. 2 — Ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015
3.	Proposal No. 3 — Authorization of Mr. Michael Tao Song to take any and every action that might be necessary to effect the foregoing resolutions as he, in his absolute discretion, thinks fit

  

 

Please tick to indicate your voting preference. If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM.

 

Dated: __________________________, 2015

 

Signed: ______________________________

 

Name: _______________________________  

 

NOTES

 

1

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign it.

 

2

If any proxy other than the Chairman of the AGM is preferred, please strike out the words “the Chairman of the AGM or” and insert the name and address of the proxy desired in the space provided.  You are entitled to appoint one or more proxies to attend and vote in your stead.  Your proxy need not be a member of the Company, but must attend the AGM in person to represent you.

 

3

If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.

 

4

This form of proxy is for use by registered shareholders only.  If the appointer is a corporate entity this form of proxy must either be under its seal or under the hand of an officer or attorney duly authorized for that purpose.

 

 

5

To be valid, this form must be completed and sent to or deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Sky-mobi Limited at 10/F, Building B, United Mansion, No. 2, Zijinghua Road, Hangzhou, Zhejiang 310013, People ’s Republic of China or send it by facsimile to +(86) 571-8775-8616, in each case marked for the attention of Jason Chen not later than 7 days (i.e., December 18, 2015, 2:00 P.M.) before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than twenty-four hours before the time appointed for the taking of the poll.

 

6

Any alterations made to this form must be initialled by you.

 

7

Completing and returning this form will not prevent you from attending the AGM and voting in person should you so wish.

 

8

In the case of joint holders:

  

8.1

the senior should sign the form, but the names of all other joint holders should be stated on the form;

 

8.2

the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

 

For these purposes, seniority is determined by the order in which your names stand in the Company’s register of shareholders in respect of the relevant shares.

  

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