[¨ x ¨ Large accelerated filer x U.S. GAAP ¨ International Financial Reporting Standards as issued ¨ Other ¨ ¨ ¨ x (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) ¨ ¨ Page INTRODUCTION 1 PART I 1 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE] [Execution Copy PURCHASE AGREEMENT Agreement Purchaser Company Party, Parties. This Purchase Agreement (this “ W I T N E S S E T H ADSs Ordinary Shares Section 1.1 WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of the number of American depositary shares (the “ ARTICLE I PURCHASE AND SALE Section 1.1] [Execution Copy PURCHASE AGREEMENT Agreement Purchaser Company Party, Parties. This Purchase Agreement (this “ W I T N E S S E T H ADSs Ordinary Shares Section 1.1 WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of the number of American depositary shares (the “ ARTICLE I PURCHASE AND SALE Section 1.1] [EXECUTION VERSION PURCHASE AGREEMENT Agreement Purchaser Company Party, Parties. This Purchase Agreement (this “ W I T N E S S E T H ADSs Ordinary Shares Section 1.1 WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of the number of American depositary shares (the “ ARTICLE I PURCHASE AND SALE Section 1.1] [Party A: China Wave Group Limited, whose registered address is 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands and authorized representative is Hendrick Sin; Party B: Shenzhen Lanyue Internet Technology Co., Ltd, whose registered address is 1085-1086, Shangshuyuan Commerce Podium Building, Meilin Road, Meilin Sub-district, Futian District, Shenzhen and legal representative is Ken Jian Xiao. Party A and] [EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT BETWEEN HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 13 SEPTEMBER 2013 EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT Agreement China THIS EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT (“this Huiyou Digital (Shenzhen) Ltd. (“Huiyou”), a wholly foreign owned enterprise duly organized and existing under the] [Technology Services Agreement PARTY A: Huiyou Digital (Shenzhen) Ltd. Contact person: Ken Jian Xiao PARTY B: Shenzhen Lanyue Internet Technology Co., Ltd. Contact person: Ken Jian Xiao WHEREAS, (1) Party A is a high-technology enterprise specialized in development and consultancy of communication technologies, integration of computer system, development of network technology, computer hardware and software with deep R&D strengths and] [Supplementary Agreement to Technology Services Agreement This Supplementary Agreement to Technology Services Agreement (“this Agreement”) is hereby enter into between the following parties on 13 September 2013 in Shenzhen, China: Party A: Huiyou Digital (Shenzhen) Ltd. Registered Address: 13e, 13th Floor, B Block, Shenye Tairan Xuesong Building, Tairan Industry Park, Futian District, Shenzhen Legal Representative: Ken Jian Xiao Party B:] [PERSONAL LOAN AGREEMENT BETWEEN HUIYOU DIGITAL (SHENZHEN) LIMITED AND KEN JIAN XIAO EXECUTED IN SHENZHEN ON 10 SEPTEMBER 2013 PERSONAL LOAN AGREEMENT THIS PERSONAL LOAN AGREEMENT (“this Agreement”) is entered into on the 10th day of September, 2013, by and between the following parties: Huiyou Digital (Shenzhen) Limited Lender China Ken Jian Xiao (“Borrower”) WHEREAS, 1. The Borrower needs funds] [Supplementary Agreement to Personal Loan Agreement Agreement The following parties hereby enter into this Supplementary Agreement to Personal Loan Agreement (“this (1) Party A: Huiyou Digital (Shenzhen) Limited Registered Address: 13e, 13th Floor, B Block, Shenye Tairan Xuesong Building, Tairan Industry Park, Futian District, Shenzhen Legal Representative: Xiao Jian (2) Party B: Ken Jian Xiao Party A and Party B] [VOTING PROXY AGREEMENT AMONG KEN JIAN XIAO, XIONGFEI LIU HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013 VOTING PROXY AGREEMENT this Agreement THIS VOTING PROXY AGREEMENT (“ (1) China Ken Jian Xiao, a citizen of the People’s Republic of China (“ (2) Xiongfei Liu, a citizen of China, identity card] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is entered into by and among the following parties on 16 September 2013 in Shenzhen: (1) Party A: Shenzhen Lanyue Internet Technology Co., Ltd. (“Lanyue”) Contact Person: Ken Jian Xiao (2) Party B: Huiyou Digital (Shenzhen) Ltd. (“Huiyou”) Contact Person: Ken Jian Xiao (3) Party C Ken Jian Xiao, a citizen of People’s Republic of] [Agreement on Matters regarding Voting Proxy 16 September 2013 This Agreement on Matters regarding Voting Proxy (this “Agreement”) is entered into by and between the following parties in Guangzhou, Guangdong Province, the PRC on (1) Party A: Shenzhen Lanyue Internet Technology Co., Ltd. Registered Address: 1085-1086, Shangshuyuan Commerce Podium Building, Meilin Road, Meilin Sub-district, Futian District, Shenzhen Legal Representative: Ken] [OPTION AGREEMENT AMONG HUIYOU DIGITAL (SHENZHEN) LTD AND KEN JIAN XIAO, XIONGFEI LIU EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013 OPTION AGREEMENT “this Agreement Parties THIS OPTION AGREEMENT ( Huiyou Digital (Shenzhen) Ltd. Pledgee Obligee China Ken Jian Xiao Xiongfei Liu Obligors Ken Jian Xiao and Xiongfei Liu are collectively referred to as “ WHEREAS, 1. Qualifications for Operating Mobile] [EQUITY PLEDGE AGREEMENT AMONG KEN JIAN XIAO, XIONGFEI LIU HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013 Equity Pledge Agreement This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 16 September 2013 in Shenzhen, the People’s Republic of China (“China”): Party A:] [Supplementary Agreement Party A: Huiyou Digital (Shenzhen) Ltd. Party B: Shenzhen Lanyue Internet Technology Co., Ltd. Party C: Ken Jian Xiao Party D: Xiongfei Liu Party Parties (each a “ Whereas: Schedule 1 Original Agreements Supplemental Agreement The Parties entered into certain agreements as more particularly described under Schedule 1 herein (see 1. The amount received by Party C, as] [Letter of Undertaking Lanyue I, Xiongfei Liu, (a PRC Citizen, ID No.: 440223199012100518), as a shareholder of Shenzhen Lanyue Internet Technology Co., Ltd (Registered No.: 440301107431193, Registered Address: 1085-1086, Shangshuyuan Commerce Podium Building, Meilin Road, Meilin Sub-district, Futian District, Shenzhen, “ Whereas, Borrower Lender Loan (1). Ken Jian Xiao (a PRC Citizen, ID No.: 440203197910206133, the “ (2). I am] [Subsidiaries Jurisdiction Ownership Interest 3GUU Holdings Limited BVI 100 % 3GUU Mobile Entertainment Co. Limited Hong Kong 100 % 3GUU Mobile Entertainment Industrial Co., Ltd. BVI 100 % Beauty Wave Limited BVI 100 % Beijing Dongganlefeng Information Technology Co., Ltd. PRC 100 % Beijing Longyuebaifu Information Technology Co., Ltd. PRC 100 % China Mobile Games and Entertainment Group (HK) Limited] [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 21 d655612dex131.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 Title Director and Chief Financial Officer EX-13.2 22 d655612dex132.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 March 7, 2014, with respect to the consolidated financial statements of China Mobile Games and Entertainment Group Limited included in this] [[Letterhead of Guantao Law Firm] March 7, 2014 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 EX-15.2 24 d655612dex152.htm EX-15.2]