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Form SC 13G/A SKY-MOBI Ltd Filed by: Xplane Ltd.

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February 11, 2015 6:04 AM EST

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CUSIP NO. 83084G109�

 Schedule 13G Page 1 of 8

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Schedule 13G

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(Rule 13d-102)

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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

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(Amendment No. 6)*

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Sky-mobi Limited

�(Name of Issuer)

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Common Shares, par value of $0.00005 per share

(Title of Class of Securities)

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83084G109**

(CUSIP Number)

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December 31, 2014

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

�

� � Rule 13d-1(b)
� � Rule 13d-1(c)
� x Rule 13d-1(d)

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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section�18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(Continued on following pages)

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�** This CUSIP number applies to Issuer’s American Depositary Shares, each representing eight common shares.

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CUSIP NO. 83084G109�

 Schedule 13G Page 2 of 8

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1

NAMES OF REPORTING PERSONS

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Xplane Ltd.

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2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

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(a) �

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(b) x

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3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

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British Virgin Islands

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NUMBER OF

�SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

�

 5

SOLE VOTING POWER

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66,597,976 common shares. Qinyi Zhu may be deemed to have shared voting power with respect to 23,164,513 common shares of the above shares, and Li Ou may also be deemed to have shared voting power with respect to 21,279,548 common shares of the above shares. See Item (4) below.

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6

SHARED VOTING POWER

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0

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7

SOLE DISPOSITIVE POWER

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66,597,976 common shares. Qinyi Zhu may be deemed to have shared dispositive power with respect to 23,164,513 common shares of above shares, and Li Ou may also be deemed to have shared dispositive power with respect to 21,279,548 common shares of the above shares. See Item (4) below.

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8

SHARED DISPOSITIVE POWER

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0

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9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH �

REPORTING PERSON

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66,597,976 common shares

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10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9)

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EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �

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11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

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29.7%*

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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)��������������������������������������������������������������������CO
� � � �

*based on the 224,169,856 common shares outstanding as of December 31, 2014.

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CUSIP NO. 83084G109�

 Schedule 13G Page 3 of 8

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1

NAMES OF REPORTING PERSONS

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Qinyi Zhu

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2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

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(a) �

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(b) x

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3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

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People’s Republic of China

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NUMBER OF

�SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

�

 5

SOLE VOTING POWER

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0

�

6

SHARED VOTING POWER

�

23,164,513 common shares, based on her 34.8% interest in Xplane Ltd. See Item (4) below.

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7

SOLE DISPOSITIVE POWER

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0

�

8

SHARED DISPOSITIVE POWER

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23,164,513 common shares, based on her 34.8% interest in Xplane Ltd. See Item (4) below.

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9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

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REPORTING PERSON

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23,164,513 common shares, based on her 34.8% interest in Xplane Ltd.

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10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9)

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EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �

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11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

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10.3%*

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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)���������������������������������������������������������������������IN
� � � �

* based on the 224,169,856 common shares outstanding as of December 31, 2014.

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CUSIP NO. 83084G109�

 Schedule 13G Page 4 of 8

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1

NAMES OF REPORTING PERSONS

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Li Ou

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2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

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(a) �

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(b) x

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3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

�

People’s Republic of China

�

NUMBER OF

�SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

�

 5

SOLE VOTING POWER

�

0

�

6

SHARED VOTING POWER

�

21,279,548 common shares, based on his 32.0% interest in Xplane Ltd. See Item (4) below.

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7

SOLE DISPOSITIVE POWER

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0

�

8

SHARED DISPOSITIVE POWER

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21,279,548 common shares, based on his 32.0% interest in Xplane Ltd. See Item (4) below.

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9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

21,279,548 common shares, based on his 32.0% interest in Xplane Ltd.

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10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9)

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EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �

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11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

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9.5%*

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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)���������������������������������������������������������������������IN
� � � �

* based on the 224,169,856 common shares outstanding as of December 31, 2014.

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CUSIP NO. 83084G109�

 Schedule 13G Page 5 of 8

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ITEM 1(a). NAME OF ISSUER:
� Sky-mobi Limited (the “Issuer”)
ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
� �
� 10/F, Building B, United Mansion
� No. 2 Zijinghua Road, Hangzhou
� Zhejiang 310013,
� The People’s Republic of China
ITEM 2(a). NAME OF PERSON FILING:
� �
� Xplane Ltd.
� Qinyi Zhu and Li Ou
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
� �
� Xplane Ltd.:
� Romasco Place, Wickhams Cay 1, P. O. Box 3140
� Road Town, Tortola
� British Virgin Islands, VG1110
� �
� Qinyi Zhu and Li Ou:
� 10/F, Building B, United Mansion
� No. 2 Zijinghua Road, Hangzhou
� Zhejiang 310013
� The People’s Republic of China
ITEM 2(c) CITIZENSHIP:
� �
� Xplane Ltd. – British Virgin Islands
� Qinyi Zhu and Li Ou– People’s Republic of China
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
� Common Shares
ITEM 2(e). CUSIP NUMBER:
� �

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CUSIP NO. 83084G109�

 Schedule 13G Page 6 of 8

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The following information with respect to the ownership of the Common Shares of the Issuer by the Reporting Person is provided as of December 31, 2014:

�

Reporting Person� Amount
beneficially owned:		�� Percent of class:�� Sole power to vote or
direct the vote:		�� Shared power to vote or
to direct the vote:		�� Sole power to dispose or to
direct the disposition of:		�� Shared power to dispose or
to direct the disposition of:		�
Xplane Ltd.� �66,597,976�� �29.7%� �66,597,976�� �0�� �66,597,976�� �0�
Qinyi Zhu� �23,164,513�� �10.3%� �0�� �23,164,513�� �0�� �23,164,513�
Li Ou� �21,279,548�� �9.5%� �0�� �21,279,548�� �0�� �21,279,548�

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� Xplane Ltd. is the record owner of 66,597,976 Common Shares of the Issuer. �Qinyi Zhu holds a 34.8% interest in Xplane Ltd. and Li Ou holds a 32.0% interest in Xplane Ltd. �Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Qinyi Zhu may be deemed to beneficially own 23,164,513 Common Shares of the Issuer held by Xplane Ltd., and Li Ou may be deemed to beneficially own 21,279,548 Common Shares of the Issuer held by Xplane Ltd.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
� Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
� Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
� Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
� Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
� Not applicable
ITEM 10. CERTIFICATION:
� Not applicable

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CUSIP NO. 83084G109�

 Schedule 13G Page 7 of 8

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SIGNATURE

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Dated: February 11, 2015�

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Xplane Ltd. � � By: � /s/ Li Ou

� � � Li Ou
� � � Title: � Director
Qinyi Zhu � � By: � /s/ Qinyi Zhu

� � � Name: � Qinyi Zhu
Li Ou � � By: � /s/ Li Ou

� � � Name: � Li Ou

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CUSIP NO. 83084G109�

 Schedule 13G Page 8 of 8

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LIST OF EXHIBITS

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Exhibit No. Description
99.1 Joint Filing Agreement

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Exhibit 99.1

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Joint Filing Agreement

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In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, par value $0.00005 per share, of Sky-mobi Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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[Remainder of this page has been left intentionally blank.]

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Signature Page

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IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2015.

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Xplane Ltd. � � By: � /s/ Li Ou

� � � Li Ou
� � � Title: � Director
Qinyi Zhu � � By: � /s/ Qinyi Zhu

� � � Name: � Qinyi Zhu
Li Ou � � By: � /s/ Li Ou

� � � Name: � Li Ou

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