[INTRODUCTION 1 PART I 2 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 Item 3. KEY INFORMATION 2 Item 4. INFORMATION ON THE COMPANY 39 Item 4A. UNRESOLVED STAFF COMMENTS 65 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 65 Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 113 Item 7.] [Technological Cooperation Agreement for Mobile Games Promotion (Cooperation with Domestic Project Agent) Contract No.: B-SZ-OYH-20121001-0001 01 October 2012 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: Huang Yueyang Party B: Huiyou Digital (Shenzhen) Ltd. (hereinafter] [Payment of Cooperation Amount Appendix I: Supplementary Agreement on Party A: Shenzhen Ouyinhua Information Consulting Co., Ltd. Party B: Huiyou Digital (Shenzhen) Ltd. Whereas Party A and Party B (collectively referred to as the “Parties”) entered into the Cooperation Agreement (Agreement Number B-SZ-OYH-20121001-0001, hereinafter referred to as the “Principal Agreement”) on 1 October 2012, the Parties further agree on the] [Subsidiaries Jurisdiction Ownership Interest China Mobile Games and Entertainment Group (HK) Limited Hong Kong 100 % HYD Holding Limited BVI 100 % Beauty Wave Limited BVI 100 % China Wave Group Limited BVI 100 % Uni-Force Development Limited Hong Kong 100 % Huiyou Digital (Shenzhen) Ltd. PRC 100 % Beijing Dongganlefeng Information Technology Co., Ltd. PRC 100 % Beijing Longyuebaifu] [CERTIFICATIONS I, Ken Jian Xiao, certify that: 1. I have reviewed this annual report on Form 20-F of China Mobile Games and Entertainment Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [CERTIFICATIONS I, Ken Fei Fu Chang, certify that: 1. I have reviewed this annual report on Form 20-F of China Mobile Games and Entertainment Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ken Jian Xiao Director and Chief Executive Officer EX-13.1 7 d492526dex131.htm EX-13.1] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ken Fei Fu Chang Director and Chief Financial Officer EX-13.2 8 d492526dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-184378) pertaining to the China Mobile Games and Entertainment Group Limited Share Option Scheme of our report dated April 26, 2013, with respect to the consolidated financial statements of China Mobile Games and Entertainment Group Limited, included in this] [[Letterhead of Guantao Law Firm] April 26, 2013 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, People’s Republic of China Ladies and Gentlemen: Sincerely Yours, Guantao Law Firm (Hong Kong) EX-15.2 10 d492526dex152.htm EX-15.2]