Report of Foreign Issuer (6-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2014

Commission File Number: 001-35645

 

 

China Mobile Games and Entertainment

Group Limited

 

 

Block A, 15/F Huajian Building

233 Tianfu Road, Tianhe District

Guangzhou, People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

China Mobile Games and Entertainment Group Limited
By:		/s/ Ken Fei Fu Chang
		Name:		Ken Fei Fu Chang
		Title:		Director and Chief Financial Officer

Date: 22 October, 2014

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Exhibit Index

 

Exhibit No.		Description
Exhibit 99.1		Press Release Announcing Annual General Meeting
Exhibit 99.2		Notice of Annual General Meeting
Exhibit 99.3		Form of Proxy for Annual General Meeting for Holders of Ordinary Shares
Exhibit 99.4		Proxy Voting Card for ADS Holders

Exhibit 99.1

CMGE To Convene Annual General Meeting

HONG KONG, China, October 22, 2014 — China Mobile Games and Entertainment Group Limited (“CMGE” or the “Company”) (Nasdaq: CMGE), a leading mobile game company in China, today announced that that it will convene its annual general meeting (“AGM”) of shareholders on Thursday December 11, 2014 at 8:00 p.m. Hong Kong time. The AGM will be held at the Company’s office located on 13/F Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong.

Shareholders of record at the close of business on November 3, 2014 US EST are entitled to attend the meeting. The notice of the annual general meeting of shareholders and the proxy statement related to the meeting are available on the Company’s investor relations website at http://www.cmge.com.

The purpose of the AGM will be to vote on the following resolutions:

 

•

The re-election of directors:

 

(i)

Mr. Wang Yongchao as a director of the Company; and

 

(ii)

Mr. Xiao Jian Ken as a director of the Company,

 

•

Refreshment of Share Option Scheme Limit

 

(i)

To approve and ratify the refreshment of the total number of shares issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 28, 2013. Such refreshment had been approved by shareholders of V1 Group (previously known as VODone Limited) on May 28, 2013; and

 

(ii)

To approve the refreshment of the total number of shares issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 30, 2014. Such refreshment had been approved by shareholders of V1 Group (previously known as VODone Limited) on May 30, 2014.

Shareholders may obtain a copy of the Company’s annual report on Form 20-F, free of charge, from our website at http://www.cmge.com, or by e-mailing [e-mail].

About CMGE

CMGE is the largest publisher and a leading developer of mobile games in China with integrated capabilities across the mobile game value chain. Its fully integrated capabilities include the development, licensing, publishing, distribution and operation of mobile games, primarily in China. Its social games are mainly developed for Android and iOS-based smartphones. CMGE’s extensive distribution network includes its proprietary Game Center application, handset pre-installations, application stores and web platforms and mobile network operators. The offices are in Guangzhou, Shenzhen, Beijing, Chengdu, Shanghai and Hong Kong. The Company’s stock is traded on NASDAQ under the symbol CMGE. For more corporate and product information, please visit CMGE’s website at http://www.cmge.com.

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Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. CMGE may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about CMGE’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: CMGE’s growth strategies as well as business plans; its future development, results of operations and financial condition; its ability to continue to develop new and attractive products and services; its ability to continue to develop new technologies or upgrade its existing technologies; its ability to attract and retain users and customers and further enhance its brand recognition; the expected growth of and trends in the mobile game industry in China; PRC governmental policies and regulations relating to the mobile game industry in China; and competition in the mobile game industry. Further information regarding these and other risks is included in CMGE’s annual report on Form 20-F for the year ended December 31, 2013 and other documents filed with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and CMGE undertakes no duty to update such information, except as required under applicable law.

CONTACT: For investor and media inquiries, please contact:

China Mobile Games and Entertainment Group Limited

Tel: [phone]

E-mail: [e-mail]

Exhibit 99.2

China Mobile Games and Entertainment Group Limited

(the “Company”)

Notice of Annual General Meeting of the Company

Notice is hereby given that the Annual General Meeting of the Company (the “AGM”) will be held at the Company’s office at 13/F Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong, on December 11, 2014 at 8 p.m. Hong Kong time for the purpose of considering and, if thought fit, passing and approving the following resolutions by ordinary resolutions:

 

(a)	The re-election of directors

 

(i)

Wang Yongchao as a director of the Company to hold office in accordance with the articles of association of the Company; and

 

(ii)

Xiao Jian Ken as a director of the Company to hold office in accordance with the articles of association of the Company,

 

(b)	Refreshment of share option scheme limit

 

(i)

To approve and ratify the refreshment of the total number of shares issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 28, 2013. Such refreshment had been approved by shareholders of V1 Group (previously known as VODone Limited) on May 28, 2013.

 

(ii)

To approve the refreshment of the total number of shares issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 30, 2014. Such refreshment had been approved by shareholders of V1 Group (previously known as VODone Limited) on May 30, 2014.

Shareholders may obtain a copy of the Company’s annual report on Form 20-F, free of charge, from our website at http://www.cmge.com, or by e-mailing [e-mail].

Shareholders may participate by attending in person or by proxy, or by telephone conference by calling the following numbers:

 

U.S. Toll Free Dial-In:		[phone]
Hong Kong Dial-In:		[phone]
China Dial-In:		400-120-0654
International Dial-In:		[phone]
Conference ID:		86081248

By order of the Board

Zhang Lijun

Chairman of the Board

Date: October 22, 2014

Registered Office:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

*	A form of proxy has been included with this Notice.

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NOTES

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.

 

1	A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

 

2	Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific proxy.

 

3

A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of China Mobile Games and Entertainment Group Limited at 13/F, 8 Wyndham Street, Central, Hong Kong, or send copies of the foregoing by facsimile to 2763 4168, or send copies of the foregoing by email to [e-mail], in each case marked for the attention of Ms Michelle Ho, not later than 48 hours before the time for the holding of the AGM or adjourned AGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

 

4

If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

 

5

A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

 

6

The quorum for the AGM is one or more shareholders present in person, if a corporation or other non-natural person, by its duly authorised representative, or by proxy representing not less than an aggregate of one-third of all paid up voting share capital of the Company entitled to vote on the resolutions to be considered at the AGM.

Exhibit 99.3

China Mobile Games and Entertainment Group Limited

(the “Company”)

FORM OF PROXY FOR SHAREHOLDERS

 

I/We
Please Print Name(s)

of
Please Print Address(es)

being (a) shareholder(s) of the Company with                          shares respectively hereby appoint

 

		of
or failing him/her
		of

or failing him/her the duly appointed chairman of the AGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the “AGM”) to be held on December 11, 2014 at 8 p.m. Hong Kong time at the offices of 13/F Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong and at any adjournment of the AGM. My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the AGM as indicated below:

 

Ordinary Resolutions		For		Against		Abstain
The re-election of Wang Yongchao as a director of the Company to hold office in accordance with the articles of association of the Company.
The re-election of Xiao Jian Ken as a director of the Company to hold office in accordance with the articles of association of the Company.
To approve and ratify the refreshment of the total number of shares1 issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 28, 2013.
To approve the refreshment of the total number of shares2 issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 30, 2014.

 

1	Such refreshment had been approved by shareholders of V1 Group (previously known as VODone Limited) on May 28, 2013.

2	Such refreshment had been approved by shareholders of V1 Group (previously known as VODone Limited) on May 30, 2014.

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Please indicate your voting preference by ticking, or inserting the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM.

You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution.

If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. If you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show of hands.

If you have appointed another proxy to vote on a show of hands in a separate form (in which case the proxy appointed in this form may not vote on a show of hands) please tick this box:  ¨

 

Signed:
Name:
Date:

In the case of joint holders the

senior holder (see note 4 below) should sign.

Please provide the names of all other

joint holders:                                                            

 

2

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NOTES

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.

 

1

A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy.

 

2	Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or completes and returns this form appointing a specific proxy.

 

3

Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of China Mobile Games and Entertainment Group Limited at 13/F, 8 Wyndham Street, Central, Hong Kong, or send copies of the foregoing by facsimile to 2763 4168, or send copies of the foregoing by email to [e-mail], in each case marked for the attention of Ms Michelle Ho, as soon as possible and in any event not later than 48 hours before the time for the holding of the AGM or adjourned AGM in accordance with the Articles of Association of the Company. Returning this completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

 

4

If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.

 

5	If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.

 

6	This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose.

 

7	Any alterations made to this form must be initialled by you.

 

8	A proxy may vote on a show of hands or on a poll.

Exhibit 99.4

 

¢

¢

Annual General Meeting of China Mobile Games and Entertainment Group Limited

Annual General Meeting of China Mobile Games and Entertainment Group Limited to be held on December 11, 2014 For Holders as of November 3, 2014   MAIL   •    Mark, sign and date your Voting Instruction Form. •    Detach your Voting Instruction Form. •    Return your Voting Instruction Form in the postage-paid envelope provided.   All votes must be received by 5:00 pm, New York Time on December 4, 2014.                                                    PROXY TABULATOR FOR                                                  CHINA MOBILE GAMES AND                                                  ENTERTAINMENT GROUP LIMITED                                                  P.O. BOX 8016                                                  CARY, NC 27512-9903

Date:   December 11, 2014 See Voting Instruction On Reverse Side.

Please make your marks like this: x Use pen only

Ÿ       The re-election of directors:

For

Against

Abstain

(i)    The re-election of Wang Yongchao as a director of the Company to hold office in accordance with the articles of association of the Company.

¨

¨

¨

(ii)    The re-election of Xiao Jian Ken as a director of the Company to hold office in accordance with the articles of association of the Company.

¨

¨

¨

Ÿ       Refreshment of Share Option Scheme Limit

(i)    To approve and ratify the refreshment of the total number of shares1 issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 28, 2013.

¨

¨

¨

(ii)    To approve the refreshment of the total number of shares2 issuable upon exercise of options under the Company’s Share Option Scheme to be 10% of the Company’s ordinary shares in issue as of May 30, 2014.

¨

¨

¨

1    Such refreshment had been approved by shareholders of V1 Group      (previously known as V0Done Limited) on May 28, 2013.

2    Such refreshment had been approved by shareholders of V1 Group      (previously known as V0Done Limited) on May 30, 2014.

EVENT #   CLIENT #

¢

Authorized Signatures - This section must be completed for your instructions to be executed.

¢

Please Sign Here

Please Date Above

Please Sign Here

Please Date Above

Copyright © 2014 Mediant Communications LLC. All Rights Reserved

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CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED   Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 5:00 PM (New York Time) on December 4,  2014)   The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other deposited securities represented by such receipt(s) of China Mobile Games and Entertainment Group Limited registered in the name of the undersigned on the books of the Depositary as of the close of business on November 3, 2014 at the Annual General Meeting of Shareholders of China Mobile Games and Entertainment Group Limited to be held at 8:00 p.m. on December 11, 2014 at the Company’s offices located at 13/F, 8 Wyndham Street, Central, Hong Kong, in respect of the resolutions specified on the reverse.   NOTE:   1.   Please direct the Depositary how it is to vote by marking X in the appropriate box opposite the resolution. It is understood that if this form is signed and returned but no instructions are indicated in the boxes, then a discretionary proxy will be given to a person designated by the Company. 2.   It is understood that if this form is not signed and returned, the Depositary will deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company.