[] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 18, 2010) 1. The name of the Company is: Sky-mobi Limited 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 19, 2010 and to be effective upon the completion of the initial public offering of American depositary shares of the Company on Nasdaq Global Market) 1. The name of the] [Sky-mobi Limited this is certify that is/are the registered shareholders of: NO OF SHARES TYPE OF SHARE per value common date of record certificate number paid the above shares are subject to the memorandum and articles of association of the company and transerabel in accordance therewith DIRECTOR DIRECTOR / SECRETARY EX-4.2 4 h04425exv4w2.htm EX-4.2] [Execution Copy Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Section 2.4(i)) Immediately prior to the Closing (as defined in B. Immediately prior] [AMENDMENT NO. 1 to and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT AMENDMENT NO. 2 TO Amendment st Company Sequoia Capital Investors Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties. Each of the Company, the Investors, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS] [Execution Copy SHAREHOLDERS AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company THIS SHAREHOLDERS AGREEMENT (this “ Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is] [AMENDMENT TO SHAREHOLDERS AGREEMENT “Amendment” “Company” “Sequoia Capital” “Investor” , , , “Founders” “Founder” “Founders Holdco” , “WFOE” “Mijia” “Sky” “Domestic Companies” “Domestic Company” , “Transferees” “Transferee” THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the WHEREAS A. “Instrument of Transfer” On September 5, 2008, Sequoia Capital and each of the Transferees entered into a Instrument of Transfer respectively (the B. “Shareholders Agreement”] [Execution Copy RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Party Parties Each of the Company, the Founders the Investor and the Founders Holdco shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is a condition] [Profit Star Limited Preferred Shares ACT PROFIT STAR LIMITED (Subject to Adjustment) THIS CERTIFIES THAT, “Sequoia Capital” “Company” SC Partners “SC Principals” “Holder” “Holders” Purchase Agreement THIS FURTHER CERTIFIES THAT, 1 Profit Star Limited Certain Definitions. 1. Affiliate “ Board “ Common Shares “ Company “ Control Controlling Controlled “ Encumbrances “ Exercise Date “ Exercise Period “ Exercise Price] [Execution Copy PROFIT STAR LIMITED SHARE VESTING AGREEMENT Agreement Company Founders Founder Founders Holdco This Share Vesting Agreement (the “ RECITALS Shares A. Founders Holdco is the holder of an aggregate of 750,000 Common Shares of the Company, par value US$0.01 per share (the “ Sequoia Capital Investor WFOE Mijia SKY Domestic Company Domestic Companies Share Purchase Agreement Company Group] [SHAREHOLDERS “Agreement” “Effective Date” “Company” “Shareholders” “Shareholder” “Party” “Parties” THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the Company. B. Share Purchase Agreement C. It] [CONFIDENTIAL INFORMATION AGREEMENT PROFIT STAR LIMITED “Agreement” , Effective Date “Company” , , “Shareholders” “Shareholder” “Party” “Parties” THIS CONFIDENTIAL INFORMATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the] [, 2010 Sky-mobi Limited DIRECT LINE: 852 2842 9531 10/F, Building B, United Mansion E-MAIL Anna.Chong@conyersdill.com No. 2, Zijinhua Road, Hangzhou OUR REF: AC/al/#345929(M#874617) Zhejiang 310013 YOUR REF: People’s Republic of China Dear Sirs, Sky-mobi Limited (the “Company”) Commission Registration Statement Securities Act Common Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy] [PROFIT STAR LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Profit Star Limited 2010 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] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Employment Agreement Article I Basic Information of the Two Parties Employer (hereinafter referred to as “Party A”) Hangzhou Sky Network Technolgies Co., Ltd. A Domicile: Legal Representative: Tao Song Employee (hereinafter referred to as “Party B”) B Male ID C Correspondence Address: D Postcode: E Permanent Residence: Postcode: Article II Type and Term of the Agreement Party A and Party] [Form of Employment Agreement Party A: Hangzhou Sky Network Technologies Co., Ltd. Legal representative: Song Tao Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Tel.: 0571-87770978 Party B: A Gender: male B Date of birth: ID card number: C Home address: D Postal code: E Tel.: F Place of permanent] [Exclusive Business Cooperation Agreement THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Hangzhou, the People’s Republic of China (“PRC”) on December 24, 2009: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Hangzhou Fanyi Technologies Co., Ltd. Address: Room] [Exclusive Purchase Option Agreement THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Beijing, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao, ID card number: Yang Tao,] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. “Pledgee”) Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao (1) Yang Tao (2) “Pledgor” (collectively] [Form of Power of Attorney A B I ( Authorizing WFOE as my sole and exclusive proxy to exercise the following rights on my behalf in the matters regarding my equity, including, but not limited to 1) attend the shareholders’ meeting of Hangzhou Fanyi Technologies Co., Ltd.; 2) exercise all the shareholder rights and voting power granted to me under] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on December 24, 2009: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on February 1, 2010: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Confirmation Letter regarding the Repayment Method under Loan Agreement This Confirmation Letter regarding the Repayment Method under Loan Agreements (“the Confirmation Letter”) is executed as of February 1, 2010 between the following two parties: Lender: Hangzhou Dianneng Technologies Co., Ltd. (“the Lender”) Address: Room 703, Building C, Technology Park of Zhejiang University, 525 Xihu Road, Xihu District, Hangzhou. Borrower: Tao] [RESTRUCTURING FRAMEWORK AGREEMENT THIS RESTRUCTURING FRAMEWORK AGREEMENT (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou Postal code: 310013 Tel.: 0571 87770978 Fax: 0571 87758616 Beijing Pusida: Pusida (Beijing) Technologies Co.,] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Sky Network Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin An Road, Hangzhou Licensee: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 Purchase Option and Cooperation Agreement This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mijia Technologies: Hangzhou Mijia Technologies Co.,] [Form of Power of Attorney A B C D Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. E Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Qinyi Zhu Unless specified otherwise herein, Mijia Technologies and Qinyi Zhu shall hereinafter be referred to collectively as the “Pledgors”. Pledgee: Hangzhou Dianneng Technologies Co., Ltd. Sky Network: Hangzhou] [FRAMEWORK AGREEMENT ON RESTRUCTURING THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Postal code: 310013 Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Tao Song Li Ou Yan Tang Zhiyi Xia Zi] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT SERVICE AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Mijia Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s Republic] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Mijia Technologies Co., Ltd. ; and Party B (“Entrusted Party”):] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou Licensee: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou The] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 Purchase Option and Cooperation Agreement This Purchase option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among: MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mr. Michael Tao Song Mr. Li Ou] [Form of Power of Attorney A B Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. C I, Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal as] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. PLEDGOR (the following eleven individuals shall hereinafter be referred to collectively as the “Pledgors”) PLEDGOR A: Mr. Michael Tao Song PLEDGOR B: Mr. Li Ou PLEDGOR C: Mr. Yan Tang PLEDGOR D: Mr. Zhiyi Xia PLEDGOR] [Lease Contract Lessor (Party A) Yunian Huang ID Card No.: Qiulong Zhu ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1001 and 1002 (total construction area 3,111.88m Article 3 Lease term, rent and] [Lease Contract Lessor (Party A) Xiaoming Wu ID Card No.: Yuhong Wang ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1101 and 1102 (area 3,111.88m Article 3 Lease term, rent and payment 1.] [Mobile Phone Built-in Wireless Value-added Business Cooperation Agreement Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Mailing address: 10/F, Building B, United Mansion, No. 2, Zijinhua Road, Hangzhou, Zhejiang Province Party B: Beijing Lei Ting Wan Jun Network Technologies Co.,] [Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 16, 2009 in the People’s Republic of China (“PRC”): Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, Xihu District Mailing address: Room 708, Block C, Zhejiang University] [Cooperation Agreement Between Party A: Hangzhou Fanyi Technologies Co., Ltd. And Party B: Chongqing Renneng Software Co., Ltd. November 20, 2009 1 Party A: Hangzhou Fanyi Technologies Co., Ltd. THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 20, 2009 in the People’s Republic of China (“PRC”): Mailing address: Room 703, Block] [Wholly-Owned Subsidiaries 1. Sky Network International Limited, a British Virgin Islands company 2. Profit Star Software (HK) Limited, a Hong Kong company 3. Pusida (Beijing) Technologies Co., Ltd., a PRC company 4. Hangzhou Dianneng Technologies Co., Ltd., a PRC company 5. Hangzhou Mijia Technologies Co., Ltd., a PRC company 6. Hangzhou Sky Network Technologies Co., Ltd., a PRC company 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 46 h04425exv23w1.htm EX-23.1] [Analysys International th 27 To: Sky-mobi Limited Dear Mr. Yeung: Analysys International Benjamin Yang EX-23.5 47 h04425exv23w5.htm EX-23.5] [November 19, 2010 Sky-mobi Limited Ladies and Gentlemen: Sincerely yours, Wei Zhou EX-23.6 48 h04425exv23w6.htm EX-23.6] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering November 19, 2010 Dear Sirs, PRC We are lawyers duly licensed in the People’s Republic of China (the “ Company Registration Statement ADSs Offering We are acting as PRC counsel to Sky-mobi Limited (the “ You have requested our opinion concerning the statements in connection with the]