Amended Statement of Ownership (sc 13g/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d)

and Amendments Thereto Filed Pursuant to Rule 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

China Mobile Games and Entertainment Group Limited

(Name of Issuer)

Class A ordinary shares, par value $0.001 per share

(Title of Class of Securities)

16952T 100**

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**	This CUSIP number applies to the American depositary shares each of which represents 14 Class A ordinary shares.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1 of 10

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CUSIP No.: 16952T 100

 

(1)		Name of reporting persons   V1 Group Limited
(2)		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
(3)		SEC use only
(4)		Citizenship or place of organization       Bermuda
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power       8,795,864 Class A ordinary shares and 180,821,228 Class B ordinary shares
				(6)		Shared voting power       0
				(7)		Sole dispositive power       8,795,864 Class A ordinary shares and 180,821,228 Class B ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       8,795,864 Class A ordinary shares and 180,821,228 Class B ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares    ¨
(11)		Percent of class represented by amount in Row 9       43.3%1
(12)		Type of reporting person       CO

 

1	As a percentage of 438,345,157 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014.

 

Page 2 of 10

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CUSIP No.: 16952T 100

 

(1)		Name of reporting persons   Lijun Zhang
(2)		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
(3)		SEC use only
(4)		Citizenship or place of organization       People’s Republic of China
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power       13,859,562 Class A ordinary shares
				(6)		Shared voting power       8,795,864 Class A ordinary shares and 180,821,228 Class B ordinary shares
				(7)		Sole dispositive power       13,859,562 Class A ordinary shares
				(8)		Shared dispositive power       8,795,864 Class A ordinary shares and 180,821,228 Class B ordinary shares
(9)		Aggregate amount beneficially owned by each reporting person       22,655,426 Class A and 180,821,228 Class B ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares    ¨
(11)		Percent of class represented by amount in Row 9       46.0%1
(12)		Type of reporting person       IN

 

1	As a percentage of 441,930,445 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014, which is adjusted to include shares that Lijun Zhang and his wife have the right to acquire within 60 days of December 31, 2014.

 

Page 3 of 10

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CUSIP No.: 16952T 100

 

(1)		Name of reporting persons   Dragon Joyce Limited
(2)		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
(3)		SEC use only
(4)		Citizenship or place of organization       British Virgin Islands
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power       106,081,732 Class B ordinary shares
				(6)		Shared voting power       0
				(7)		Sole dispositive power       106,081,732 Class B ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       106,081,732 Class B ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares    ¨
(11)		Percent of class represented by amount in Row 9       24.2%1
(12)		Type of reporting person       CO

 

1	As a percentage of 438,345,157 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014.

 

Page 4 of 10

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CUSIP No.: 16952T 100

 

(1)		Name of reporting persons   OWX Holding Co. Ltd.
(2)		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
(3)		SEC use only
(4)		Citizenship or place of organization       British Virgin Islands
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power       13,813,704 Class B ordinary shares
				(6)		Shared voting power       0
				(7)		Sole dispositive power       13,813,704 Class B ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       13,813,704 Class B ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares    ¨
(11)		Percent of class represented by amount in Row 9       3.2%1
(12)		Type of reporting person       CO

 

1	As a percentage of 438,345,157 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014.

 

Page 5 of 10

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CUSIP No.: 16952T 100

 

(1)		Name of reporting persons   Action King Limited
(2)		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
(3)		SEC use only
(4)		Citizenship or place of organization       British Virgin Islands
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power       59,999,000 Class B ordinary shares
				(6)		Shared voting power       0
				(7)		Sole dispositive power       59,999,000 Class B ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       59,999,000 Class B ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares    ¨
(11)		Percent of class represented by amount in Row 9       13.7%1
(12)		Type of reporting person       CO

 

1	As a percentage of 438,345,157 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014.

 

Page 6 of 10

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Item 1(a).

Name of Issuer:

China Mobile Games and Entertainment Group Limited (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Block A, 15/F Huajian Building

233 Tianfu Road, Tianhe District,

Guangzhou, PRC

 

Item 2(a).

Name of Person Filing:

V1 Group Limited

Lijun Zhang

Dragon Joyce Limited

OWX Holding Co. Ltd.

Action King Limited

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

For all reporting persons:

Room 3006, 30th Floor,

Gloucester Tower, The Landmark

11 Pedder Street, Central

Hong Kong

 

Item 2(c).

Citizenship:

V1 Group Limited - Bermuda

Lijun Zhang - People’s Republic of China

Dragon Joyce Limited - British Virgin Islands

OWX Holding Co. Ltd. - British Virgin Islands

Action King Limited - British Virgin Islands

 

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value $0.001 per share

 

Item 2(e).

CUSIP Number:

16952T 100*

 

*	This CUSIP number applies to the American depositary shares each of which represents 14 Class A ordinary shares.

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Not applicable

 

Page 7 of 10

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Item 4

Ownership:

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons as of December 31, 2014:

 

										Number of Shares as to which Such Person Has:
Reporting Person		Amount Beneficially Owned				Percent of Class(1)				Sole Power to Vote or Direct the Vote				Shared Power to Vote or to Direct the Vote				Sole Power to Dispose or to Direct the Disposition of				Shared Power to Dispose or to Direct the Disposition of
V1 Group Limited			189,617,092	(2)			43.3	%(3)			189,617,092				0				189,617,092				0
Lijun Zhang			203,476,654	(4)			46.0	%(5)			13,859,562				189,617,092				13,859,562				189,617,092
Dragon Joyce Limited			106,081,732	(6)			24.2	%(7)			106,081,732				0				106,081,732				0
OWX Holding Co. Ltd.			13,813,704	(8)			3.2	%(9)			13,813,704				0				13,813,704				0
Action King Limited			59,999,000	(10)			13.7	%(11)			59,999,000				0				59,999,000				0

 

1

As a percentage of 438,345,157 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014, except for Lijun Zhang (“Dr. Zhang”), where such number is a percentage of 441,930,445, which is adjusted to include shares that Dr. Zhang and his wife have the right to acquire within 60 days of December 31, 2014.

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. In respect of matters requiring shareholders’ vote, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to five votes.

 

2

Consists of (a) 8,795,864 Class A shares held directly by V1 Group Limited; (b) 926,792 Class B ordinary shares held directly by V1 Group Limited; (c) 106,081,732 Class B ordinary shares held by Dragon Joyce Limited; (d) 13,813,704 Class B ordinary shares held by OWX Holding Co. Ltd. and (e) 59,999,000 Class B ordinary shares held by Action King Limited. As 100% shareholder of each of Action King Limited, Dragon Joyce Limited and OWX Holding Co. Ltd., V1 Group Limited has voting and investment control over all the shares held by each of them and therefore may be deemed beneficial owner of their respective shares.

3	The voting power of the shares beneficially owned represents 78.6% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer.

4

Consists of (a) 3,296,660 Class A ordinary shares held by Dr. Lijun Zhang personally, including 2,527,700 Class A ordinary shares in the form of American Depositary Shares; (b) 6,977,614 Class A ordinary shares held by Big Step Group Limited and beneficially owned by Dr. Zhang due to that Dr. Zhang is the sole shareholder of Big Step Group Limited; (c) 3,585,288 Class A ordinary shares that Dr. Zhang and his wife have the right to acquire within 60 days of December 31, 2014 pursuant to the Issuer’s share option scheme; and (d) 8,795,864 Class A ordinary shares and 180,821,228 Class B ordinary shares held directly and indirectly by V1 Group Limited. As chairman and a director of V1 Group Limited, Dr. Zhang has shared voting and investment control over all the shares held by V1 Group Limited and may be deemed to have beneficial ownership of the shares of the Issuer held by V1 Group Limited. Dr. Zhang disclaims beneficial ownership of all of the ordinary shares of the Issuer held by V1 Group Limited except to the extent of his pecuniary interest therein.

5	The voting power of the shares beneficially owned represents 79.5% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer.

6	Consists of 106,081,732 Class B ordinary shares of the Issuer.

7	The voting power of the shares beneficially owned represents 45.7% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer.

8	Consists of 13,813,704 Class B ordinary shares of the Issuer.

9	The voting power of the shares beneficially owned represents 6.0% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer.

10	Consists of 59,999,000 Class B ordinary shares of the Issuer.

11	The voting power of the shares beneficially owned represents 25.8% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer.

 

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Page 8 of 10

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Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

Item 10.

Certifications:

Not applicable.

 

Page 9 of 10

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2015

 

V1 Group Limited				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director
Lijun Zhang				/s/ Lijun Zhang
				Name:		Lijun Zhang
Dragon Joyce Limited				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director
OWX Holding Co. Ltd.				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director
Action King Limited				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director

[Signature Page to Schedule 13G]

 

Page 10 of 10

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LIST OF EXHIBITS

 

Exhibit No.		Description
A		Joint Filing Agreement

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.001 per share of China Mobile Games and Entertainment Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

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SIGNATURE

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2015.

 

V1 Group Limited				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director
Lijun Zhang				/s/ Lijun Zhang
				Name:		Lijun Zhang
Dragon Joyce Limited				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director
OWX Holding Co. Ltd.				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director
Action King Limited				By:		/s/ Lijun Zhang
				Name:		Lijun Zhang
				Title:		Director

[Signature Page to Joint Filing Agreement, Schedule 13G]