About Sky-mobi LimitedSky-mobi Limited is a mobile application platform and game publisher in China. The Company works with handset companies to pre-install its Maopao App Store and other Maopao applications on handsets and with content providers to provide users with applications and content titles. Users of Maopao App Store can browse, download and enjoy a range of applications and content, such as single-player games, mobile music and books on various mobile handsets with different hardware and operating system configurations. The Company also publishes domestic and foreign game titles through its own Maopao App Store platform and third party platforms. The Company's mobile social network community in China, the Maopao Community, offers mobile social games as well as applications and content with social networking functions to its registered users. The Company is based in Hangzhou, China. For more information, please visit: www.sky-mobi.com. For investor and media inquiries please contact: Christensen In ChinaMr. Christian ArnellPhone: +86-10-5900-1548E-mail: firstname.lastname@example.org In USMs. Linda BergkampPhone: +1-480-614-3004E-mail: email@example.com Exhibit A Non-binding Proposal Letter from the Buyer Group June 23, 2016The Board of DirectorsSky-mobi Limited10/F, Building B, United MansionNo. 2, Zijinghua Road, HangzhouZhejiang 310013People's Republic of China Dear Members of the Board: We, Mr. Michael Tao Song, Xplane Limited and Mobi Joy Limited, are pleased to submit this preliminary non-binding proposal to acquire all of the outstanding common shares (including American Depositary Shares (" ADS"), with each ADS representing eight common shares) of Sky-mobi Limited (the " Company") not already owned by us in a going private transaction (the " Transaction") described below. We currently beneficially own approximately 54.3% of the issued and outstanding common shares of the Company. We believe our proposal provides a very attractive opportunity for the Company's shareholders. Our proposal represents a premium of approximately 19.32% to the closing price of the ADSs on June 22, 2016. We are confident that the Transaction can be closed on a highly expedited basis as outlined in this letter.
Set forth below are the key terms of our proposal.
- Purchase Price. The purchase price payable will be $2.10 per ADS or approximately $0.2625 per common share in cash, in each case other than for the ADSs or common shares directly or indirectly held by us.
- Financing. We intend to finance the Transaction with a combination of debt and/or equity capital.
- Due Diligence. We believe that we and our financing sources will be able to complete customary due diligence for the Transaction in a timely manner and in parallel with negotiation of transaction agreements.
- Definitive Agreements. We have engaged Gibson Dunn & Crutcher LLP as our international legal counsel and are prepared to promptly negotiate and finalize definitive transaction agreements (the " Definitive Agreements") in respect of the Transaction. These agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
- Process. Given our involvement in the Transaction, we believe it is prudent and in the best interests of the Company for the Company's Board of Directors to establish a special committee to consider the Transaction (the " Special Committee"). We also expect that the Special Committee would retain independent advisors to assist it in its work. In considering our offer, you should be aware that we are interested only in acquiring the outstanding shares of the Company that we do not already beneficially own, and that we do not intend to sell our stake in the Company to a third party.
- Confidentiality. We will, as required by law, promptly file an amendment to Mr. Michael Tao Song's Schedule 13D with the Securities and Exchange Commission to disclose this letter. We are sure you will agree, however, that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.
- No Binding Commitment. This proposal is not a binding offer, agreement or agreement to make a binding offer or agreement at any point in the future. This letter is a preliminary indication of interest by us and does not contain all matters upon which agreement must be reached in order to consummate the Transaction, nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution of any Definitive Agreements.
- Governing Law. This letter shall be governed by, and construed in accordance with, the internal laws of the State of New York.