[CUSIP No. 86737M 100 1. Name of reporting person. Yuqiang Deng 2. Check the appropriate box if a member of a group (see instructions) x ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO See Item 3 5. ¨ 6. Citizenship or place of organization]
[AGREEMENT OF JOINT FILING Dated: June 15, 2015 CBC Mobile Venture Limited Suning Tian Director China Broadband Capital Partners, L.P. Suning Tian Authorized Signatory CBC Partners L.P. Suning Tian Authorized Signatory CBC Ultimate Partners Ltd Suning Tian Director Info Expert Services Ltd.] [Proposal Letter April 13, 2015 The Board of Directors SUNGY MOBILE LIMITED (the Company) Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Dear Sirs and Madams: We, Yuqiang Deng and Zhi Zhu (collectively, we or us) are pleased to submit this preliminary non-binding proposal to acquire all of] [EXECUTION VERSION CONSORTIUM AGREEMENT among THE PARTIES NAMED IN SCHEDULE A HERETO, IDG-ACCEL CHINA GROWTH FUND L.P., IDG-ACCEL CHINA GROWTH FUND-A L.P., IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. and IDG-ACCEL CHINA INVESTORS L.P. Dated as of May 18, 2015 TABLE OF CONTENTS Page ARTICLE I PROPOSAL; DEBT FINANCING; HOLDCO OWNERSHIP 1 Section 1.01 Transaction 1 Section 1.02 Additional Consortium Members] [Execution Version JOINDER AGREEMENT This Consortium Agreement IDG Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of (3) Number of (4) Other (5) Other Securities] [Execution Version EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Exchange] [CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH 535 Madison Ave., 18th Floor New York, NY 10022 CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 Peoples Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us] [SCHEDULE 13D CUSIP No. 86737M 100 1. Name of reporting person. CBC Mobile Venture Limited 2. Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO See Item 3 5. ¨ 6. Citizenship or place of organization British Virgin Islands Number of shares]
[AGREEMENT OF JOINT FILING Dated: June 15, 2015 CBC Mobile Venture Limited Suning Tian Director China Broadband Capital Partners, L.P. Suning Tian Authorized Signatory CBC Partners L.P. Suning Tian Authorized Signatory CBC Ultimate Partners Ltd Suning Tian Director Info Expert Services Ltd.] [Proposal Letter April 13, 2015 The Board of Directors SUNGY MOBILE LIMITED (the Company) Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Dear Sirs and Madams: We, Yuqiang Deng and Zhi Zhu (collectively, we or us) are pleased to submit this preliminary non-binding proposal to acquire all of] [EXECUTION VERSION CONSORTIUM AGREEMENT among THE PARTIES NAMED IN SCHEDULE A HERETO, IDG-ACCEL CHINA GROWTH FUND L.P., IDG-ACCEL CHINA GROWTH FUND-A L.P., IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. and IDG-ACCEL CHINA INVESTORS L.P. Dated as of May 18, 2015 TABLE OF CONTENTS Page ARTICLE I PROPOSAL; DEBT FINANCING; HOLDCO OWNERSHIP 1 Section 1.01 Transaction 1 Section 1.02 Additional Consortium Members] [Execution Version JOINDER AGREEMENT This Consortium Agreement IDG Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of (3) Number of (4) Other (5) Other Securities] [Execution Version EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Exchange] [CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH 535 Madison Ave., 18th Floor New York, NY 10022 CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 Peoples Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us] [SCHEDULE 13D CUSIP No. 86737M 100 1. Name of reporting person. CBC Mobile Venture Limited 2. Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO See Item 3 5. ¨ 6. Citizenship or place of organization British Virgin Islands Number of shares]
[Execution Version JOINDER AGREEMENT This Consortium Agreement” IDG” Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the “ CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of Company Ordinary Shares Rolled Over (3) Number of] [Execution Version AGREEMENT AND PLAN OF MERGER among SUNFLOWER PARENT LIMITED, SUNFLOWER MERGER SUB LIMITED and SUNGY MOBILE LIMITED Dated as of June 8, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 11 Section 1.03 Interpretation; Headings 12 ARTICLE II THE MERGER 13 Section 2.01 The Merger] [Execution Version EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Exchange] [Execution Version LIMITED GUARANTEE Li m ited Guarantee, dated as of June 8, 2015 (this “ Li m ited Guarantee ” ), by Freedom First Holdings Limited (the “ Guarant o r ”), in favor of Sungy Mobile Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Guaranteed Party ” ). Reference] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 People’s Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us Commitment Party Holdco Sponsors you Merger Sub] [SCHEDULE 13D (Amendment No. 1 )* Sungy Mobile Limited (Name of Issuer) Class A Ordinary Shares, Par Value $0.0001 per Share (“Class A Ordinary Shares”) (Title of Class of Securities) (1) 86737M100 (CUSIP Number) Quan Zhou IDG Capital Management (HK) Limited Unit 5505, The Centre 99 Queen’s Road Central, Hong Kong + (852) 2529-1016 (Name, Address and Telephone Number of]
[Execution Version JOINDER AGREEMENT This Consortium Agreement” IDG” Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the “ CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of Company Ordinary Shares Rolled Over (3) Number of] [Execution Version AGREEMENT AND PLAN OF MERGER among SUNFLOWER PARENT LIMITED, SUNFLOWER MERGER SUB LIMITED and SUNGY MOBILE LIMITED Dated as of June 8, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 11 Section 1.03 Interpretation; Headings 12 ARTICLE II THE MERGER 13 Section 2.01 The Merger] [Execution Version EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Exchange] [Execution Version LIMITED GUARANTEE Li m ited Guarantee, dated as of June 8, 2015 (this “ Li m ited Guarantee ” ), by Freedom First Holdings Limited (the “ Guarant o r ”), in favor of Sungy Mobile Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Guaranteed Party ” ). Reference] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 People’s Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us Commitment Party Holdco Sponsors you Merger Sub] [SCHEDULE 13D (Amendment No. 1 )* Sungy Mobile Limited (Name of Issuer) Class A Ordinary Shares, Par Value $0.0001 per Share (“Class A Ordinary Shares”) (Title of Class of Securities) (1) 86737M100 (CUSIP Number) Quan Zhou IDG Capital Management (HK) Limited Unit 5505, The Centre 99 Queen’s Road Central, Hong Kong + (852) 2529-1016 (Name, Address and Telephone Number of]
[JOINDER AGREEMENT This Consortium Agreement IDG Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of Ordinary Shares Rolled (3) Number of Ordinary Shares Not Rolled] [EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Exchange Act Shares] [CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH 535 Madison Ave., 18th Floor New York, NY 10022 CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 Peoples Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us] [CUSIP No. 86737M 100 1. Name of reporting person. Yuqiang Deng 2. Check the appropriate box if a member of a group (see instructions) x ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO See Item 3 5. ¨ 6. Citizenship or place of organization Peoples Republic of China]
[JOINDER AGREEMENT This Consortium Agreement IDG Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of Ordinary Shares Rolled (3) Number of Ordinary Shares Not Rolled] [EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Exchange Act Shares] [CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH 535 Madison Ave., 18th Floor New York, NY 10022 CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 Peoples Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us] [CUSIP No. 86737M 100 1. Name of reporting person. Yuqiang Deng 2. Check the appropriate box if a member of a group (see instructions) x ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO See Item 3 5. ¨ 6. Citizenship or place of organization Peoples Republic of China]
[] [Certification by the Chief Executive Officer I, Yuqiang Deng, certify that: 1. I have reviewed this annual report on Form 20-F/A 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 Acting Chief Financial Officer I, Longfei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F/A 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] [Our ref SSY/683638-000001/8257835v2 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 9 June 2015 Dear Sir Re: Sungy Mobile Limited Company 2014 Annual Report We have acted as legal advisors as to the laws of the Cayman Islands]
[] [Certification by the Chief Executive Officer I, Yuqiang Deng, certify that: 1. I have reviewed this annual report on Form 20-F/A 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 Acting Chief Financial Officer I, Longfei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F/A 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] [Our ref SSY/683638-000001/8257835v2 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 9 June 2015 Dear Sir Re: Sungy Mobile Limited Company 2014 Annual Report We have acted as legal advisors as to the laws of the Cayman Islands]
[Sungy Mobile Limited Longfei Zhou Chief Financial Officer 2 3 Sungy Mobile Enters Into Definitive Agreement for Going Private Transaction GUANGZHOU, China, June 8, 2015 Sungy Mobile Limited (Nasdaq: GOMO) (Sungy Mobile or the Company), a leading provider of mobile internet products and services globally with a focus on applications and mobile online platform development, today announced that it]
