UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F

(AMENDMENT NO. 1)





(Mark One)



| ̈ |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------------

OR



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2011.

OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------

For the transition period from
                     to
                     .

OR



| ̈ |  | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report:
                     .

Commission file number: 001-34988





SKY-MOBI
LIMITED

(Exact name of Registrant as specified in its charter)





N/A

(Translation of Registrants name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

10/F, Building B, United Mansion

No. 2, Zijinghua Road, Hangzhou

Zhejiang 310013

Peoples Republic of China

(Address of principal executive offices)





Carl Yeung,
Chief Financial Officer

Tel: +(86) 571-8777-0978

E-mail: ir@sky-mobi.com

Facsimile number: +(86) 571-8775-8616

10/F, Building B, United Mansion

No. 2, Zijinghua Road, Hangzhou

Zhejiang 310013

Peoples Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                                                    |  |  |  |                                          
|--------------------------------------------------------------------------------------------------- |  |  |  | -----------------------------------------
|Title of Each Class                                                                                 |  |  |  | Name of Each Exchange on Which Registered
|                                                                                                    |  | 
|American Depositary Shares, each representing eight common shares of par value US$0.00005 per share |  |  |  | NASDAQ Global Market                     

Securities registered or to be registered pursuant to Section 12(g) of the Act. NONE

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. NONE

(Title of Class)





Indicate the number of
outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:

257,389,800 common shares of par value US$0.00005 per share, as of March 31, 2011.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ̈ Yes  x No

If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   ̈ Yes  x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes   ̈ No

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ̈ Yes   ̈ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

 ̈  Large accelerated filer                 ̈  Accelerated
filer                x  Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|               |  |                                                            |  |                                                           
|-------------- |  | ---------------------------------------------------------- |  | ----------------------------------------------------------
| ̈    U.S. GAAP |  | x    International Financial Reporting Standards as
issued |  |  ̈    Other by the International
Accounting Standards Board

If Other has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.   ̈ Item 17   ̈ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ̈ Yes  x No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  ̈ Yes  ̈ No









---

EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 20-F for the year ended March 31, 2011 originally filed with the Securities
and Exchange Commission on August 17, 2011 (the Original Report), is being filed solely to amend the disclosure regarding Mr. Kui Zhous status as an independent director of Sky-mobi Limited (the Company) in
Item 6. Directors, Senior Management and Employees of the Original Report. The Company has amended the relevant disclosure to clarify that Mr. Kui Zhou has been an independent director of the Company since August 2007. We hereby
replace the subsections titled Item 6. Directors, Senior Management and Employees  A. Directors and Senior Management and Item 6. Directors, Senior Management and Employees  C. Board Practices of the Original
Report in their entirety with the amended subsections included in this Amendment No. 1.

We are including in this
Amendment No. 1 to the Original Report currently-dated certifications by our principal executive officer and our principal financial officer. Other than as expressly set forth above, this Amendment No. 1 does not modify or update the
Original Report in any way. As a result, this Amendment No. 1 continues to speak as of the initial filing date of the Original Report, except for the certifications referenced above, which speak as of the filing date of this Amendment No.1.



1



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|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.



|                                 |  |     |  |                                              
|-------------------------------- |  | --- |  | ---------------------------------------------
|Directors and Executive Officers |  | Age |  | Position/Title                               
|Michael Tao Song                 |  | 34  |  | Founder, Chairman and Chief Executive Officer
|Li Ou                            |  | 32  |  | Director and Chief Technology Officer        
|Kui Zhou                         |  | 43  |  | Independent Director                         
|Wei Zhou                         |  | 32  |  | Independent Director                         
|Fan Bao                          |  | 40  |  | Independent Director                         
|Carl Yeung                       |  | 31  |  | Chief Financial Officer                      
|Yan Tang                         |  | 32  |  | Terminal Technology Director                 
|Steven Bin Li                    |  | 36  |  | Vice President                               
|Xing Fan                         |  | 34  |  | Vice President                               
|Qing Yan                         |  | 29  |  | Vice President                               
|Walker Yuangang Wu               |  | 33  |  | Vice President                               

Mr. Michael Tao Song is our founder, chairman and chief executive officer.
Mr. Song was appointed as a director by Xplane Ltd., a holder of our common shares. Prior to founding our company, Mr. Song worked as a product director at Eastcom Communications Co., Ltd., a telecommunication technology company listed on
the Shanghai Stock Exchange, from 2000 to 2005. Mr. Song received his bachelors degree in applied mathematics from Tianjin University in 2000.

Mr. Li Ou has been a director of our company since June 2007 and our chief technology officer since November 2006. Mr. Ou was appointed as a director by Xplane Ltd. Prior to
joining us, Mr. Ou worked as a software testing engineer at Eastcom Communications Co., Ltd. from 2001 to 2006. Mr. Ou received his bachelors degree in communication engineering from Nanjing University of Posts and Telecommunications
in 2001.

Mr. Kui Zhou has been an independent director of our company since August 2007. Mr. Zhou was
appointed as a director by Sequoia Capital China II, L.P., a holder of our Series A preferred shares. Mr. Zhou has been a principal of Sequoia Capital China since 2005 and a partner of Sequoia Capital China since May 2007. He is also
a director of VanceInfo Technologies Inc., a China-based IT service provider listed on the New York Stock Exchange, and a director of Xiamen Changelight Co.,Ltd., a China-based LED and solar cell research and manufacturing company listed
on Growth Enterprises Market of the Shenzhen Stock Exchange. He also serves on the board of several privately held companies, including HDT Holding Technologies Inc., a China-based online advertising and marketing company; Shanghai Hintsoft
Software Co., Ltd., a China-based Internet cafe software provider; and Beijing Speedpay Technology Co., Ltd., a high-tech company committed to wireless payment and mobile e-commerce business, all of which are invested by Sequoia Capital
China. Prior to joining Sequoia Capital China, Mr. Zhou served as a senior vice president at Legend Capital from 2001 to 2005. From 1999 to 2001, he served as a manager of corporate business development department of Legend Holdings Ltd.
Mr. Zhou received his bachelors degree in electrical automation from Wuhan Technology University in 1989 and his masters of business administration degree from Tsinghua University in 2000.

Mr. Wei Zhou has served as our independent director since December 2010. Mr. Zhou has served as the chief
financial officer of Charm Communications Inc., a leading domestic television advertising agency in China listed on the NASDAQ Global Market, since November 2009. Mr. Zhou was the chief financial officer of Zhaopin Limited, which operates a
China-based online recruitment website (www.zhaopin.com), from June 2008 to October 2009. Mr. Zhou also served as Zhaopin Limiteds director of strategic planning from July 2005 to May 2007. Mr. Zhou served as an associate director
with Abax Global Capital, a Hong Kong based investment fund focusing on direct investments in private and public-sector Chinese companies, from June 2007 to May 2008. From 2001 to 2005, Mr. Zhou worked in the Hong Kong office of Goldman Sachs
in the investment banking division and the Asian Special Situations Group. Mr. Zhou received his bachelors degree from Harvard University in 2001.



1



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Mr. Fan Baohas served as our independent director since February 2011.
Mr. Bao is the founder and chief executive officer of China Renaissance Partners, a leading boutique investment bank in China. Prior to founding China Renaissance Partners in 2004, Mr. Bao was the chief strategy officer of AsiaInfo
Holdings, Inc., an IT service and software company in China. Prior to that, Mr. Bao worked at investment banking divisions with Morgan Stanley and Credit Suisse for seven years. Mr. Bao received a bachelors degree from Fudan
University in Shanghai and a masters degree from Norwegian School of Management.

Mr. Carl Yeung has
been our chief financial officer since February 2010. Prior to joining us, Mr. Yeung was the chief financial officer of ATA Inc., a computer-based testing and testing-related service provider based in China and listed on the NASDAQ Global
Market, from 2006 to 2010. From 2002 to 2006, Mr. Yeung worked as an analyst and associate at Merrill Lynch (Asia Pacific) Limited. Mr. Yeung also served as an independent non-executive director of China Natural Gas, Inc., a NASDAQ-listed
integrated natural gas operator in China, from 2008 to November 2010. Mr. Yeung received his bachelors degree in economics with concentrations in finance and operations management from the Wharton School, University of Pennsylvania, and
his bachelors degree in applied science with a concentration in systems engineering from the School of Engineering and Applied Sciences, University of Pennsylvania, in 2002.

Mr. Yan Tang has been our terminal technology director since June 2006. Prior to joining us, Mr. Tang served as a
software manager at Eastcom Communications Tianyu Mobile Technology Co., Ltd., a subsidiary of Eastcom Communications Co., Ltd. from 2004 to 2006. From 2003 to 2004, Mr. Tang worked at the Terminal Research Institute of Eastcom Communications
Co., Ltd. with his last role as a manager for telecommunication value-added service. Mr. Tang received his bachelors degree in computer software from Xidian University in 2001.

Mr. Steven Bin Li has been our vice president of finance since March 2010. Prior to joining us, Mr. Li was a
partner of Beijing Tuowei Business Consulting Co., Ltd., a China-based business consulting company, from 2009 to 2010. Prior to that, Mr. Li served as the financial director of Longtop Financial Technologies Limited, a Chinese software
development and solutions provider listed on the New York Stock Exchange, from 2007 to 2009. From 2002 to 2007, Mr. Li served as the financial director of the Beijing Branch of Ogilvy & Mather, an advertising, marketing and public
relations agency. Prior to that, Mr. Li worked for nearly six years as an audit manager at PricewaterhouseCoopers Zhong Tian CPAs Limited Company in Beijing and Singapore. Mr. Li received his bachelors degree in auditing from Capital
University of Economics and Business in 1996 and studied at the Guanghua School of Management of Peking University between 2002 and 2004.

Dr. Xing Fan has been our vice president of development & engineering since August 2008. Prior to joining us, Dr. Fan worked at Net263 Co., Ltd., a Chinese domestic
internet service provider and value-added application operator, with his last role as the vice general manager and technology director of voice over internet protocol, or VoIP, and video entertainment society business unit, from 2005 to 2008. From
2003 to 2005, Dr. Fan co-founded Hangzhou AETECO Technology Co., Ltd., a Chinese domestic video communication solution vendor and service provider, and served as the chief technology officer and executive vice president. Prior to that,
Dr. Fan served as the technology director and chief engineer of Hangzhou Holley Broadband Information Technology Co., Ltd., a Chinese domestic broadband solution vendor and metropolitan area network operator, from 2001. Dr. Fan received
his bachelors degree in information and electronic engineering in 1999 and his Ph.D. in communication and information system engineering in 2006, both from Zhejiang University.

Mr. Qing Yan has been our vice president in charge of overseas business since September 2007. From 2005 to 2007,
Mr. Yan was a software engineering at Texas Instruments (Shanghai) Co., Ltd., a semiconductor company. From 2001 to 2005, Mr. Yan worked at Eastcom Communications Co., Ltd. with his last role as a software manager. Mr. Yan received
his bachelors degree in computer science and technology from Huazhong University of Science and Technology in 2001.

Mr. Walker Yuangang Wuhas been our vice president in charge of our channel management since February 2011.
Mr. Wu has been general manager of channel business of the Company since January 2010, responsible for channel marketing, business development, and channel products management as well as R&D management of channel products. Mr. Wu
was first the head of Huanan district (Shenzhen representative office) and then the director of channel department at Sky-Mobi. Prior to joining Sky-Mobi, from 2002 to 2005, Mr. Wu worked as product department manager at Eastcom Communications
Co., Ltd, a telecommunication technology company listed on the Shanghai Stock Exchange. From 2005 to 2007, Mr. Wu served as the product director at Eastcom Baifeng Technology Co., Ltd, a subsidiary of Eastcom Communications Co., Ltd.
Mr. Wu received his bachelors degree in international trade from Hangzhou Business School (later renamed Hangzhou University of Commerce) in 2002.



2



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|C. | Board Practices
|-- | ---------------

Board of
Directors

Our board of directors currently consists of five members. A director is not required to hold any shares in the
company by way of qualification. A director may vote with respect to any contract or transaction in which he or she is materially interested provided the nature of the interest is disclosed prior to its consideration and any vote on such contract or
transaction. The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whether outright or as security for any debt, liability or
obligation of the company or of any third-party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of employment.

Committees of the Board of Directors

We have three committees under the
board of directors: an audit committee, a compensation committee and a corporate governance and nominating committee. We have adopted a charter for each of the three committees.

Audit Committee

Our audit committee consists of Wei Zhou, Kui Zhou
and Fan Bao. Wei Zhou and Fan Bao satisfy the independence requirements of Rule 5605 of the NASDAQ Stock Market Marketplace Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Wei Zhou is the chairman of our audit
committee and meets the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Our audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of
our company. Our audit committee is responsible for, among other things:



| |  |  | selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our
independent registered public accounting firm;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing with the independent registered public accounting firm any audit problems or difficulties and managements response;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | discussing the annual audited financial statements with management and our independent registered public accounting firm;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | annually reviewing and reassessing the adequacy of our audit committee charter;
| | - |  | -------------------------------------------------------------------------------



| |  |  | meeting separately and periodically with management and our independent registered public accounting firms;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | reporting regularly to the full board of directors; and
| | - |  | -------------------------------------------------------



| |  |  | such other matters that are specifically delegated to our audit committee by our board of directors from time to time.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



3



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Compensation Committee

Our compensation committee consists of Kui Zhou, Wei Zhou, and Fan Bao. Kui Zhou, Wei Zhou and Fan Bao satisfy the
independence requirements of Rule 5605 of the NASDAQ Stock Market Marketplace Rules. Our compensation committee assists the board of directors in reviewing and approving the compensation structure of our directors and executive officers,
including all forms of compensation to be provided to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is
responsible for, among other things:



| |  |  | reviewing and recommending to the board with respect to the total compensation package for our four most senior executives;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | approving and overseeing the total compensation package for our executives other than the four most senior executives;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and making recommendations to the board of directors with respect to the compensation of our directors; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee
pension and welfare benefit plans.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee consists of Michael Tao Song, Wei Zhou and Kui Zhou. Wei Zhou and Kui Zhou satisfy the
independence requirements of Rule 5605 of the NASDAQ Stock Market Marketplace Rules. The corporate governance and nominating committee assists our board of directors in identifying individuals qualified to become our directors and in
determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things:



| |  |  | identifying and recommending nominees for election or re-election to our board of directors, or for appointment to fill any vacancy;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and
availability of service to us;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | identifying and recommending to our board the directors to serve as members of committees;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with
applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure
proper compliance.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the skill they actually
possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be
amended from time to time.

Terms of Directors and Officers

Pursuant to our currently effective amended and restated memorandum and articles of incorporation, our board of directors are divided into three classes, namely Class A directors, Class B directors
and Class C directors, who shall retire from office and be eligible for re-election at the first, second and third annual general meeting, respectively. Mr. Michael Tao Song and Mr. Li Ou have been designated as Class A directors.
Mr. Kui Zhou and Mr. Wei Zhou have been designated as Class B directors. Mr. Fan Bao has been designated as a Class C director. At each subsequent annual general meeting after the third annual general meeting, the directors of the
class who have been longest in office shall retire and shall be eligible for re-election. A director may only be removed by the shareholders. Officers are elected by and serve at the discretion of the board of directors.



4



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Employment Agreements

We have entered into a three-year employment agreement with each of our executive officers. We may terminate an executive officers employment for cause, at any time, without prior notice or
remuneration, for certain acts of the officer, including, but not limited to, conviction of a crime, material violation of our rules and regulations, or other misconduct that cause material damage to us. Furthermore, an executive officer may
terminate the employment at any time upon prior written notice to us. Each executive officer is entitled to severance pay equal to a certain specified number of months of his base salary, if we terminate his employment without any of the causes
specified above.

Each of our executive officers has agreed to hold in strict confidence any trade secrets or confidential
information of our company or trade secrets of any third-party received by us. Each executive officer has agreed that the intellectual property rights related to all work products, inventions, computer software, or other technological information
which he has developed while performing his duties at our company or through mainly using our resources shall belong to us. Each executive officer has agreed to assist us to obtain and exercise all such intellectual property rights.



|ITEM 19. | EXHIBITS
|-------- | --------



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              | 
|1.1           |  | Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of our registration statement on Form F-1 (File
No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                                                                                                               
|              | 
|2.1           |  | Registrants Specimen American Depositary Receipt (incorporated by reference to Exhibit 99.A of our registration statement on Form F-6 (File No. 333-170849)
filed with the Commission on November 26, 2010)                                                                                                                                                                                                                                                                                                                                                                       
|              | 
|2.2           |  | Registrants Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 of our registration statement on Form F-1 (File No. 333-170707), as
amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                                                                                                                                             
|              | 
|2.3           |  | Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated by reference to Exhibit 99.A of our registration
statement on Form F-6 (File No. 333-170849) filed with the Commission on November 26, 2010)                                                                                                                                                                                                                                                                                                           
|              | 
|4.1           |  | Amendment No. 1 to Series A Preferred Share and Warrant Purchase Agreement and Amendment No. 2 to Shareholders Agreement, dated as of March 1, 2010, among Profit
Star Limited, Sequoia Capital China II, L.P., Sequoia Capital China Principals Fund II, L.P., Sequoia Capital China Partners Fund II, L.P., Xplane Ltd., shareholders of Xplane Ltd. and certain other parties listed thereunder (incorporated
by reference to Exhibit 4.5 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)
|              | 
|4.2           |  | Shareholders Agreement, dated as of August 2, 2007, among Profit Star Limited, Sequoia Capital China II, L.P., Xplane Ltd., shareholders of Xplane Ltd. and certain other
parties listed thereunder (incorporated by reference to Exhibit 4.6 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                               
|              | 
|4.3           |  | Amendment to Shareholders Agreement, dated as of September 5, 2008, among Profit Star Limited, Sequoia Capital China II, L.P., Sequoia Capital China Principals Fund II,
L.P., Sequoia Capital China Partners Fund II, L.P., Xplane Ltd., shareholders of Xplane Ltd. and certain other parties listed thereunder (incorporated by reference to Exhibit 4.7 of our registration statement on Form F-1 (File
No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                 



5



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|              | 
|4.4           |  | Amended and Restated Warrant to Purchase Series A Preferred Shares, dated as of June 29, 2009, among Profit Star Limited, Sequoia Capital China II, L.P., Sequoia Capital
China Principals Fund II, L.P., Sequoia Capital China Partners Fund II, L.P., Xplane Ltd., shareholders of Xplane Ltd. and certain other parties listed thereunder (incorporated by reference to Exhibit 4.9 of our registration statement
on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)
|              | 
|4.5           |  | Share Vesting Agreement, dated as of August 2, 2007, among Profit Star Limited, Xplane Ltd. and shareholders of Xplane Ltd. (incorporated by reference to Exhibit 4.10 of
our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                
|              | 
|4.6           |  | Shareholders Non-competition and Non-solicitation Agreement, dated as of August 1, 2007, among Profit Star Limited and shareholders of Xplane Ltd. (incorporated by reference to
Exhibit 4.11 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                         
|              | 
|4.7           |  | Confidential Information Agreement, dated as of August 1, 2007, among Profit Star Limited and shareholders of Xplane Ltd. (incorporated by reference to Exhibit 4.12 of our
registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                  
|              | 
|4.8           |  | 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.1 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with
the Commission on November 19, 2010)                                                                                                                                                                                                                                                                                                                  
|              | 
|4.9           |  | Form of Indemnification Agreement with the Registrants directors and/or officers (incorporated by reference to Exhibit 10.2 of our registration statement on Form F-1
(File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                                                          
|              | 
|4.10          |  | English translation of Form of Employment Agreement with the Registrants certain senior executives and its amendment (incorporated by reference to Exhibit 10.3 of our
registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                      
|              | 
|4.11          |  | English translation of Form of Confidentiality Agreement with the Registrants certain senior executives (incorporated by reference to Exhibit 10.4 of our registration
statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 26, 2010)                                                                                                                                                                                                                                   
|              | 
|4.12          |  | English translation of Form of Employment Agreement with the Registrants certain senior executives and its amendment (incorporated by reference to Exhibit 10.5 of our
registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                      
|              | 
|4.13          |  | English translation of Exclusive Business Cooperation Agreement, dated as of December 24, 2009, between Hangzhou Dianneng Technologies Co., Ltd. and Hangzhou Fanyi Technologies
Co., Ltd. (incorporated by reference to Exhibit 10.6 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                 
|              | 
|4.14          |  | English translation of Exclusive Purchase Option Agreement, dated as of February 1, 2010, among Hangzhou Dianneng Technologies Co., Ltd., Tao Song, Tao Yang, and Hangzhou Fanyi
Technologies Co., Ltd. (incorporated by reference to Exhibit 10.7 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                    
|              | 
|4.15          |  | English translation of Equity Pledge Agreement, dated as of February 1, 2010, among Hangzhou Dianneng Technologies Co., Ltd., Tao Song, Tao Yang, and Hangzhou Fanyi
Technologies Co., Ltd. (incorporated by reference to Exhibit 10.8 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                
|              | 
|4.16          |  | English translation of Form of Power of Attorney, issued by Tao Song and Tao Yang (incorporated by reference to Exhibit 10.9 of our registration statement on Form F-1 (File
No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                                                                                                          



6



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                             
|              | 
|4.17          |  | English translation of Form of Loan Agreement, dated as of December 24, 2009, between Tao Song/Tao Yang and Hangzhou Dianneng Technologies Co., Ltd. (incorporated by reference
to Exhibit 10.10 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                             
|              | 
|4.18          |  | English translation of Form of Loan Agreement, dated as of February 1, 2010, between Tao Song/Tao Yang and Hangzhou Dianneng Technologies Co., Ltd. (incorporated by reference
to Exhibit 10.11 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                              
|              | 
|4.19          |  | English translation of Confirmation Letter regarding the Repayment Method under Loan Agreement, dated February 1, 2010, between Hangzhou Dianneng Technologies Co., Ltd. and Tao
Yang (incorporated by reference to Exhibit 10.12 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                            
|              | 
|4.20          |  | English translation of Framework Agreement on Re-structuring, dated as of July 1, 2010, among Hangzhou Sky Network Technologies Co., Ltd., Pusida (Beijing) Technologies Co.,
Ltd., Hangzhou Dianneng Technologies Co., Ltd., Hangzhou Mijia Technologies Co., Ltd. and Qinyi Zhu (incorporated by reference to Exhibit 10.13 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed
with the Commission on November 19, 2010)
|              | 
|4.21          |  | English translation of Technical Support Service Agreement, dated as of July 1, 2010, between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies
Co., Ltd. (incorporated by reference to Exhibit 10.14 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                           
|              | 
|4.22          |  | English translation of Strategy Consulting Service Agreement, dated as of July 1, 2010, between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies
Co., Ltd. (incorporated by reference to Exhibit 10.15 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                         
|              | 
|4.23          |  | English translation of Intellectual Property License Agreement, dated as of July 1, 2010, between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies
Co., Ltd. (incorporated by reference to Exhibit 10.16 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                       
|              | 
|4.24          |  | English translation of Purchase Option and Cooperation Agreement, dated as of July 1, 2010, among Hangzhou Sky Network Technologies Co., Ltd., Hangzhou Dianneng Technologies
Co., Ltd., Hangzhou Mijia Technologies Co., Ltd. and Qinyi Zhu (incorporated by reference to Exhibit 10.17 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19,
2010)                                     
|              | 
|4.25          |  | English translation of Form of Power of Attorney, issued by Hangzhou Mijia Technologies Co., Ltd. and Qinyi Zhu (incorporated by reference to Exhibit 10.18 of our registration
statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                                  
|              | 
|4.26          |  | English translation of Equity Pledge Agreement, dated as of July 1, 2010, among Hangzhou Mijia Technologies Co., Ltd., Qinyi Zhu, Hangzhou Dianneng Technologies Co., Ltd. and
Hangzhou Sky Network Technologies Co., Ltd. (incorporated by reference to Exhibit 10.19 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                       
|              | 
|4.27          |  | English translation of Framework Agreement on Re-structuring, dated as of July 1, 2010, among Hangzhou Mijia Technologies Co., Ltd., Pusida (Beijing) Technologies Co., Ltd.,
Hangzhou Dianneng Technologies Co., Ltd. and shareholders of Hangzhou Mijia Technologies Co., Ltd. (incorporated by reference to Exhibit 10.20 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed
with the Commission on November 19, 2010) 



7



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|4.28           |  | English translation of Technical Support Service Agreement, dated as of July 1, 2010, between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd.
(incorporated by reference to Exhibit 10.21 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                     
|               | 
|4.29           |  | English translation of Strategy Consulting Service Agreement, dated as of July 1, 2010, between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co.,
Ltd. (incorporated by reference to Exhibit 10.22 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                   
|               | 
|4.30           |  | English translation of Intellectual Property License Agreement, dated as of July 1, 2010, between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co.,
Ltd. (incorporated by reference to Exhibit 10.23 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                 
|               | 
|4.31           |  | English translation of Purchase Option and Cooperation Agreement, dated as of July 1, 2010, among Hangzhou Mijia Technologies Co., Ltd., Hangzhou Dianneng Technologies Co.,
Ltd., and shareholders of Hangzhou Mijia Technologies Co., Ltd. (incorporated by reference to Exhibit 10.24 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19,
2010)                         
|               | 
|4.32           |  | English translation of Form of Power of Attorney, issued by shareholders of Hangzhou Mijia Technologies Co., Ltd. (incorporated by reference to Exhibit 10.25 of our
registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                                                    
|               | 
|4.33           |  | English translation of Equity Pledge Agreement, dated as of July 1, 2010, among Hangzhou Dianneng Technologies Co., Ltd., Hangzhou Mijia Technologies Co., Ltd. and shareholders
of Hangzhou Mijia Technologies Co., Ltd. (incorporated by reference to Exhibit 10.26 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                            
|               | 
|4.34           |  | English translation of Lease Contract, dated as of August 31, 2009, and its supplementary agreement, undated, among Yunian Huang, Qiulong Zhu and Hangzhou Sky Network
Technologies Co., Ltd. (incorporated by reference to Exhibit 10.27 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                        
|               | 
|4.35           |  | English translation of Lease Contract, dated as of April 17, 2010, among Xiaoming Wu, Yuhong Wang and Hangzhou Sky Network Technologies Co., Ltd. (incorporated by reference to
Exhibit 10.28 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                                    
|               | 
|4.36          |  | English Translation of the Mobile Phone Built-in Wireless Value-Added Business Cooperation Agreement between Hangzhou Fanyi Technologies Co. and Beijing Lei Ting Wan Jun Network
Technologies Co., Ltd., dated March 11, 2010, and its amendment dated June 10, 2010 (incorporated by reference to Exhibit 10.29 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the
Commission on November 19, 2010)
|               | 
|4.37          |  | English Translation of the Cooperation Agreement between Hangzhou Fanyi Technologies Co., Ltd. and Beijing Kongzhong Xinshi Information Technology Co., Ltd., dated November 16,
2009, and its amendment dated June 1, 2010 (incorporated by reference to Exhibit 10.30 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19,
2010)                                          
|               | 
|4.38          |  | English Translation of the Cooperation Agreement between Hangzhou Fanyi Technologies Co., Ltd. and Chongqing Renneng Software Co., Ltd., dated November 20, 2009 (incorporated
by reference to Exhibit 10.31 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)                                                                                                     
|               | 
|4.39           |  | English Translation of the Extension Agreement Between Hangzhou Fanyi Technologies Co., Ltd. and Beijing Kongzhong Xinshi Information Technology Co., Ltd., dated November 1,
2010 (incorporated by reference to Exhibit 10.32 of our registration statement on Form F-1 (File No. 333-170707), as amended, initially filed with the Commission on November 26, 2010)                                                                                   



8



---

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                   
|              | 
|4.40          |  | Form of Director Agreement with independent directors of the Registrant (incorporated by reference to Exhibit 10.33 of our registration statement on Form F-1 (File
No. 333-170707), as amended, initially filed with the Commission on November 19, 2010)
|              | 
|8.1*          |  | Subsidiaries of the Registrant                                                                                                                                                                                                                            
|              | 
|11.1          |  | Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our registration statement on Form F-1 (File No. 333-170707), as
amended, initially filed with the Commission on November 26, 2010)                   
|              | 
|12.1**        |  | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|              | 
|12.2**        |  | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|              | 
|13.1**        |  | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|              | 
|13.2**        |  | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|              | 
|15.1*         |  | Consent of Jincheng Tongda & Neal Law Firm                                                                                                                                                                                                                
|              | 
|15.2*         |  | Consent of Deloitte Touche Tohmatsu CPA Ltd.                                                                                                                                                                                                              
|              | 
|15.3*         |  | Consent of Analysys International                                                                                                                                                                                                                         



|* | Previously filed with the Original Report.
|- | ------------------------------------------

|** | Filed with this Amendment No. 1 to Annual Report on Form 20-F.
|-- | --------------------------------------------------------------

| | Order for confidential treatment of portions of this document has been granted by the Commission pursuant to Rule 406 of the Securities Act.
|- | --------------------------------------------------------------------------------------------------------------------------------------------



9



---

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on
its behalf.



SKY-MOBI LIMITEDBy:

/s/ Michael Tao SongName:

Michael Tao SongTitle:

Chairman and Chief Executive Officer


Date: November 17, 2011