[FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title of each class of] [Company No.: 251102 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF China Mobile Games and Entertainment Group Limited 中國手遊 娛樂集團有限公 司 (adopted by special resolution passed on 11 May 2012) Incorporated on the 20th day of January 2011 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2011 Revision) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED 中國手遊 娛樂集團有限公 司 (adopted by a Special Resolution on August 20, 2012 and effective immediately THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares 1 SECTION 1.02 Commission 2 SECTION 1.03 Company 2 SECTION 1.04 Custodian 2 SECTION 1.05 Deliver; Surrender 2 SECTION 1.06 Deposit Agreement 3 SECTION 1.07 Depositary; Corporate Trust Office 3 SECTION 1.08 Deposited Securities 3 SECTION 1.09 Dollars 3 SECTION 1.10 DTC] [EMPLOYMENT AGREEMENT Agreement” This EMPLOYMENT AGREEMENT (the “ · ] by and between China Mobile Games and Entertainment Group Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ · Executive” Group ], an individual (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services] [INDEMNIFICATION AGREEMENT Agreement This Indemnification Agreement (this “ · Company Indemnitee ] by and between China Mobile Games and Entertainment Group Limited, a Cayman Islands company (the “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and] [Execution Copy Share Purchase Agreement Among King Reach Limited Great Faith Group Limited Allstrong Investments Limited (Hereinafter collectively referred to as the “Sellers”) And VODone Limited (Hereinafter referred to as the “Purchaser”) And Dragon Joyce Limited Jones Day Certified True Copy 29th Floor Edinburgh Tower The Landmark 15 Queen’s Road LAU YIK CHI Central Hong Kong Solicitor, Hong Kong SAR] [Execution Copy Dated: October 21, 2009 King Reach Limited Great Faith Group Limited Allstrong Investments Limited (collectively, the “Sellers”) And VODone Limited (the “Purchaser”) Supplementary Agreement to Share Purchase Agreement in respect of Dragon Joyce Limited Jones Day 29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China] [Execution Copy Shareholders’ Agreement among King Reach King Reach Limited (“ and Great Faith Great Faith Group Limited (“ and Allstrong Allstrong Investments Limited (“ and VODone VODone Limited (“ and the Company Dragon Joyce Limited (“ Shareholders’ Agreement in respect of Dragon Joyce Limited Certified Copy LAU YIK CHI Jones Day 29th Floor Edinburgh Tower The Landmark 15 Queen’s] [Execution Copy King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (Collectively “Pledgors”) And VODone Limited (“Pledgee”) Equity Pledge Agreement about Dragon Joyce Limited Certified True Copy October 9, 2009 LAU YIK CHI Solicitor, Hong Kong SAR Jones Day 5 NOV 2009 Table of Contents 1. INTERPRETATIONS 4 2. PLEDGE 5 3. CONTINUATION] [Execution Copy Dated: October 21, 2009 King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (collectively, the “Pledgors”) And VODone Limited. (the “Pledgee”) Supplementary Agreement to Equity Pledge Agreement in respect of Dragon Joyce Limited Jones Day 29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China Tel: +852-2526-6895 Fax:] [Execution Copy September 30, 2010 Asset Purchase Agreement By and among OWX Hong Kong Limited And Bright Way Technology (Hong Kong) Limited And Kuang Yixun And Hu Zhenning Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of September 30, 2010 by and among: 1. OWX Hong Kong Limited, a limited liability company duly] [Execution Copy Dated: September 30, 2010 Kuang Yixun, Hu Zhenning And VODone Limited Equity Pledge Agreement Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into on September 30, 2010 by and between: 1. Kuang Yixun, PRC identity card number , having its address at , Shenzhen City, Guangdong Province, P.R. China; Hu Zhenning, PRC identity] [Supplementary Agreement to Equity Pledge Agreement October 11, 2010 VODone Limited entered into an equity pledge agreement (“Equity Pledge Agreement”) with Kuang Yixun and Hu Zhenning in respect of the equity pledge on September 30, 2010. This Supplementary Agreement is entered into as a supplement to the Equity Pledge Agreement. In this Supplementary Agreement, except as otherwise defined, all the] [Execution copy October 11, 2010 OWX Holding Co. Ltd. Shareholders’ Agreement By and among Kuang Yixun And Hu Zhenning And VODone Limited And OWX Holding Co. Ltd. Table of Contents Clause Title Page No. 1. Definitions 2 2. Designated Business and Activities of the Company 4 3. Requirements for Business Workflow 5 4.] [October 11, 2010 OWX Hong Kong Limited And OWX Holding Co., Ltd. And VODone Limited AND Bright Way Technology (Hong Kong) Limited And Kuang Yixun And Hu Zhenning Assignment Agreement THIS ASSIGNMENT AGREEMENT is made and entered into by the following parties on October 11, 2010: (1) OWX Hong Kong Limited, a limited liability company incorporated in Hong Kong Special] [Asset Purchase Agreement OWX (Beijing) Technology Co., Ltd. And Shenzhen Tastech Electronics Co., Ltd Asset Purchase Agreement September 30, 2010 Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into on September 30, 2010 in Beijing by and among: 1. OWX (Beijing) Technology Co., Ltd., a limited liability company incorporated in Beijing, P.R. China, with its] [[Logo of Eversheds] (1) Trilogic Investments Limited (2) CMHJ Technology Fund II, L.P. (3) Natixis Ventech China AB (4) Action King Limited (5) 3GUU Mobile Entertainment Industrial Co., Ltd. (6) Wang Yongchao (7) Zheng Feng (8) Liang De (9) VODone Limited SHARE PURCHASE AGREEMENT MOK & CO., STEPHEN Eversheds LLP Tel: +852 2186 3200 No.15, Queen’s Road, Central, Hong Kong] [(1) Wang Yongchao (2) Trilogic Investments Limited (3) Action King Limited (4) 3GUU Mobile Entertainment Industrial Co., Ltd. 3GUU Mobile Entertainment Industrial Co., Ltd. Shareholders’ Agreement MOK & CO., STEPHEN Jointly with Eversheds LLP Tel: +852 2186 3200 No.15 Central Queen Road, Hong Kong Fax: +852 2186 3201 21/F, Gloucester Tower, Landmark www.eversheds.com Table of Contents 1. Interpretations] [SHARE PLEDGE AGREEMENT SHARE PLEDGE AGREEMENT Agreement” This (1) Pledgor Trilogic Investments Limited, a limited company duly organized and validly existing under the laws of British Virgin Islands with its registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “ (2) CMHJ ; CMHJ Technology Fund II, L.P., an exempted limited partnership duly organized] [GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. Business Contract: TECHNOLOGY SERVICES AGREEMENT PARTY A: GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. Tel: 020-85613659 Contact person: Liu Xieshu PARTY B: GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. Tel: 020-85643432 Contact person: Wang Yongchao WHEREAS, (1) Party A is a high-technology enterprise specialized in development and consultancy of communication technologies, integration of computer system, development] [Supplementary Agreement to Technology Services Agreement This Supplementary Agreement to Technology Services Agreement (“this Agreement”) is hereby enter into between the following parties on 30 December 2011 in Guangzhou, Guangdong Province, the People’s Republic of China: Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal representative:] [EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT BETWEEN GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT Agreement China THIS EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT (“this Guangzhou Yitong Guangzhou Yitongtianxia Software Development Co., Ltd. (“ and] [Supplementary Agreement Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. (“Yitong”) Contact person: [Liu Xieshu] Party B: Guangzhou Yingzheng Information Technology Co., Ltd. (“Yingzheng”) Contact person: [Wang Yongchao] (1) Yitong and Yingzheng entered into the Exclusive Technology Services and Market Promotion Services Agreement in Guangzhou on October 28, 2009. (2) Yitong (as Party A) and Yingzheng (as Party B) entered] [VOTING PROXY AGREEMENT AMONG WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 VOTING PROXY AGREEMENT his Agreement THIS VOTING PROXY AGREEMENT (“t (1) China Wang Yongchao, a citizen of the People’s Republic of China (“ (2) Shi Haiyan, a] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT Yingzheng (1) Guangzhou Yingzheng Information Technology Co., Ltd. (“ Contact person: Wang Yongchao Yitong (2) Party B: Guangzhou Yitongtianxia Software Development Co., Ltd. (“ Contact person: Liu Xieshu China (3) Wang Yongchao, citizen of the People’s Republic of China (“ (4) Zheng Feng, a citizen of China, identity card no.: ; (5) Liang De, a] [OPTION AGREEMENT AMONG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 OPTION AGREEMENT “this Agreement THIS OPTION AGREEMENT ( th Parties day of October, 2009, by and among the following parties (“ Guangzhou Yitongtianxia Software Development Co., Ltd. Pledgee Obligee China (“ Wang Yongchao , a] [PERSONAL LOAN AGREEMENT AMONG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 PERSONAL LOAN AGREEMENT THIS PERSONAL LOAN AGREEMENT (“this Agreement”) is entered into on the 28 th day of October, 2009, by and among the following parties: Guangzhou Yitongtianxia Software Development Co., Ltd. Lender China] [Supplementary Agreement to Personal Loan Agreement Agreement PRC The following parties hereby enter into this Supplementary Agreement to Personal Loan Agreement (“this (1) Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal representative: Wang Yongchao (2) Party B: Wang Yongchao , a PRC citizen (ID number:] [To: Action King Limited Address: 3006, 30/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong Tel.: +852 2213 0110 Attn: Xian Handi Letter of Undertaking Yingzheng WHEREAS, Shi Haiyan has transferred her 12% shares of Guangzhou Yingzheng Information Technology Co., Ltd. (“ 1. 2. 3. 4. If Shi Haiyan challenges the transfer of shares of Yingzheng or makes] [Supplementary Agreement Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. , a wholly foreign owned enterprise established and existing in accordance with the PRC laws, with its registered address at No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou; Party B: Guangzhou Yingzheng Information Technology Co., Ltd. , a limited liability company established and existing in] [Equity Pledge Agreement Between Wang Yongchao, Shi Haiyan, Liang De, Zheng Feng Guangzhou Yitongtianxia Software Development Co., Ltd. and Guangzhou Yingzheng Information Techno l o g y Co., Ltd. Signed on 28 October 2009 in Guangzhou Equity Pledge Agreement This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 28 October 2009 in] [Party A: 3GUU Mobile Entertainment Industrial Co., Ltd. Registered Address: OMC Chambers Wickhams Cay 1, Road Town, Tortola, British Virgin Islands Authorized Representative: Xian Handi Party B: Guangzhou Yingzheng Information Technology Co., Ltd. Registered Address: Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal Representative: Wang Yongchao Hereinafter individually referred to as a] [Agreement on Issues regarding Shareholder Voting Proxy 16 December 2011 This Agreement on Issues regarding Shareholder Voting Proxy (this “Agreement”) is entered into by and between the following parties in Guangzhou, Guangdong Province, the PRC on (1) Party A: Guangzhou Yingzheng Information Technology Co., Ltd. Registered Address: Floor 15, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe Distrct, Guangzhou] [Asset Purchase Agreement October 9, 2009 Asset Purchase Agreement By and among Huiyou Digital (Shenzhen) Co., Ltd. And Shenzhen Kuailefeng Software Development Co., Ltd. Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of October 9, 2009 by and between: (1) Huiyou Digital (Shenzhen) Co., Ltd. (hereinafter referred to as “Party A”), a foreign] [Exclusive Business Cooperation Agreement between Huiyou Digital (Shenzhen) Co., Ltd. and Shenzhen Kuailefeng Software Development Co., Ltd. October 9, 2009 Exclusive Business Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by and between the following parties on October 9, 2009 in Shenzhen. Party A: Huiyou Digital (Shenzhen) Co., Ltd. Address:14D Cuilan Building, North Dongmen Road, Luohu] [Huiyou Digital (Shenzhen) Ltd. Domestic and Overseas Mobile Phone Market Cooperation Agreement for Mobile Phone Game Product Preinstalling Technology (Profit Sharing Mode) 2011-[8]- [23] 1 Party A: Shenzhen Ouyinhua Information Consulting Co., Ltd. (hereinafter referred to as “Party A”) Address: Rm 205, Block CD, Tianfa Building, Tian’an Digital City, Futian District, Shenzhen Tel.: 0755-83432556 Fax: 0755-83432556-807 Contact person: Tian Jian] [Cooperation Agreement this Agreement August 22 This Cooperation Agreement (“ BY AND BETWEEN: Party A: Huiyou Digital (Shenzhen) Ltd. Address: 818#, Block B, Zhenye Building, No. 2014 Bao’an South Road, Luohu District, Telephone 0755-82043991 Contact Xiao Jian Party B: Guangzhou Yingzheng Information Technology Co., Ltd. Address: 15/F, Block A, Huajian Building, No. 233, Tianfu Road, Tianhe District, Guangzhou Telephone 020-85643431] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) VODone Limited (4) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of Dragon Joyce Limited THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) King Reach Limited, a limited liability company incorporated in the British Virgin] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) Allstrong Investments Limited (“Mortgagors”) (4) VODone Limited (“Mortgagee”) Share Mortgage Relating to Shares in the Capital of VODone Limited and Amendment Deed Relating to the Share Purchase Agreement dated 9 October 2009 THIS DEED is made on the 23 rd day of August, 2011 BETWEEN: (1) King] [Dated 23 August 2011 (1) Dragon Joyce Limited (2) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of Beauty Wave Limited and China Wave Group Limited THIS AGREEMENT is made on 23 rd August 2011 BETWEEN (1) Dragon Joyce Limited, a limited liability company incorporated in the British Virgin Islands] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) Allstrong Investments Limited (4) VODone Limited (5) Dragon Joyce Limited Deed of Release THIS DEED OF RELEASE is made on the 23rd day of August 2011 BETWEEN: (1) King Reach Limited, a limited liability company incorporated in the British Virgin Islands having its registered office at P.O.] [Dated 23 August 2011 (1) OWX Holding Co. Ltd. (2) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of OWX Hong Kong Limited THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) OWX Holding Co. Ltd., a limited liability company incorporated in the British Virgin Islands having its registered] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (2) VODone Limited (3) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of OWX Holding Co. Ltd THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) Realphone Technology Co., Ltd, a limited liability company incorporated in British Virgin Islands having] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (“Mortgagor”) and (2) VODone Limited (“Mortgagee”) Share Mortgage Relating to Shares in the Capital of VODone Limited THIS DEED is made on the 23 August 2011 BETWEEN: (1) Realphone Technology Co., Ltd, a limited liability company incorporated in the British Virgin Islands having its registered office at P.O. Box 957, Offshore] [Dated 23 August 2011 (1) OWX Holding Co., Ltd (2) Bright Way Technology (Hong Kong) Limited (3) Realphone Technology Co., Ltd (4) OWX Hong Kong Limited Amendment Deed THIS AMENDMENT Deed is made on the 23 August 2011 BETWEEN: (1) OWX Company Holding Co. Ltd, a company incorporated in the British Virgin Islands whose registered address is at P.O. Box] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (2) VODone Limited Deed of Release in connection with the Share Pledge dated 30 September THIS DEED OF RELEASE is made on the 23 August 2011 BETWEEN: (1) Realphone Technology Co., Ltd, a limited liability company incorporated in British Virgin Islands having its registered office at P.O. Box 957, Offshore Incorporations] [Dated 23 August 2011 (1) Action King Limited (2) Trilogic Investments Limited (3) China Mobile Games and Entertainment Group Limited (4) VODone Limited Share Swap Agreement relating to the sale and purchase of shares of 3GUU Mobile Entertainment Industrial Co., Ltd. THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) Action King Limited , a limited liability company incorporated] [Dated 23 August 2011 (1) Mortgagor Trilogic Investments Limited (“ and (2) Mortgagee Action King Limited (“ Share Mortgage Relating to Shares in the Capital of VODone Limited THIS DEED is made on the 23 August 2011 BETWEEN: (1) Trilogic Investments Limited whose registered office is at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands Mortgagor (the] [Dated 23 August 2011 (1) Trilogic Investments Limited (2) CMHJ Technology Fund II, L.P. (3) Natixis Ventech China AB (4) Action King Limited (5) 3GUU Mobile Entertainment Industrial Co., Ltd (6) 王永超 (7) 郑锋 (8) 梁德 (9) VODone Limited Amendment Deed Relating to the Share Purchase Agreement dated 29 December 2010 THIS AMENDMENT DEED is made on the 23 August] [CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED RULES OF THE SHARE OPTION SCHEME 1 CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED RULES OF THE SHARE OPTION SCHEME 1. PURPOSE OF THE SCHEME The purpose of the Scheme is to enable the Company to grant Options to selected Eligible Persons as incentives or rewards for their contribution or potential contribution to] [CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED T Restricted Shares: ordinary shares (“Restricted Shares”) Par Value: US$0.001 (the “Par Value”) Purchase Price : US$0.001 per each Restricted Share (the “Purchase Price”) Purchase Amount : US$ Date of Subscription: [ · ] (“Date of Subscription”) 1. this Amended and Restated Subscription Agreement (this “ Agreement ”) and the terms herein are] [NON-COMPETE AGREEMENT Agreement This Non-Compete Agreement (this “ 21 October 2011 CMGE VODone by and between China Mobile Games and Entertainment Group Limited (“ WHEREAS, CMGE is a majority-owned subsidiary of VODone; WHEREAS, CMGE is contemplating in initial public offering of its shares in the form of American depositary shares (“IPO”); WHEREAS, this Agreement is being entered into in order] [AMENDMENT TO Amendment This AMENDMENT TO NON-COMPETE AGREEMENT (this “ 2 by and among: 1. VODone VODone Limited (“ and 2. China Mobile Games and Entertainment Group Limited Company (the “ incorporated under the Laws of the Cayman Islands. Party Parties Each of the parties listed above is referred to herein individually as a “ RECITALS A. Non-Compete Agreement The] [ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the “Agreement”) is effective on 21 October 2011, BETWEEN: VODone Limited 第一視頻集團有限公司 (the “Service Provider”), a company incorporated in Bermuda and existing under the laws of Bermuda with its head office located at: Room 3006, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong AND: China Mobile Games and Entertainment Group Limited] [Cooperation Agreement Regarding China Mobile Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province Zip Code] [SP Cooperation Agreement Regarding China Mobile Cellphone Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province] [SP Cooperation Agreement Regarding China Mobile Cellphone Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province] [EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement This SHARE PURCHASE AGREEMENT (this “ March 21, 201 2 by and among: 1. VODone VODone Limited, a company incorporated under the Laws of Bermuda (“ 2. China Mobile Games and Entertainment Group Limited , a company incorporated under the Laws of the Cayman Company Islands (the “ 3. Core Tech Core Tech Resources] [Supplemental Payment Agreement this Agreement This Supplemental Payment Agreement (hereinafter “ Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Party B: VODone Datamedia Technology Co., Ltd. Address: Party Parties Party A and Party B are hereinafter individually referred to as a “ Whereas, (1) PRC Party] [Exclusive Business Support Agreement this Agreement This Exclusive Business Support Agreement (hereinafter “ Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Party B: VODone Datamedia Technology Co., Ltd. Address: Party Parties Party A and Party B are hereinafter individually referred to as a “ Whereas, (1)] [No. Wholly-Owned Subsidiaries Jurisdiction 1. HYD Holding Limited BVI 2. Beauty Wave Limited BVI 3. China Wave Group Limited BVI 4.] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 13, 2012, in the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated August 20, 2012. We also consent to the use of our report] [Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou, PRC (86) 20] [Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. David J. Roberts, Esq. Approximate date of commencement of] [Amendment No. 4 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. David J. Roberts, Esq. Approximate date of commencement of] [Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. Approximate date of commencement of proposed sale to the] [Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to] [Consent of Analysys International July 16, 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou People’s Repub li c of China Ladies and Gentlemen: Re Analysys International hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the“ gistration Statement ”)]