China Mobile Games & Entertainment (CMGE) Inactive
Filed: 12 Feb 14, 12:00am
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. 1)*
China Mobile Games and Entertainment Group Limited
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
16952T 100**
(CUSIP Number)
December 31, 2013
(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).
| CUSIP NO.: 16952T 100 |
| (1) | NAME OF REPORTING PERSONS
Trilogic Investments Limited | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (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
27,341,554 Class A ordinary shares | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
27,341,554 Class A ordinary shares | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,341,554 Class A 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
7.0%1 | |||||
| (12) | TYPE OF REPORTING PERSON*
CO | |||||
| 1 | As a percentage of 392,254,315 total issued and outstanding Class A and Class B ordinary shares as of December 31, 2013. |
1
CUSIP NO.: 16952T 100
| (1) | NAME OF REPORTING PERSONS
Yongchao Wang | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (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
28,575,590 Class A ordinary shares | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
28,575,590 Class A ordinary shares | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,575,590 Class A 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
7.3%2 | |||||
| (12) | TYPE OF REPORTING PERSON*
IN | |||||
| 2 | As a percentage of 392,254,315 total issued and outstanding Class A and Class B ordinary shares as of December 31, 2013, which is adjusted to include shares that Yongchao Wang has the right to acquire within 60 days of December 31, 2013. |
2
| 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: |
Trilogic Investments Limited
Wang Yongchao
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For all reporting persons:
OMC Chambers
P.O. Box 3152, Road Town
Tortola, British Virgin Islands
| Item 2(c). | Citizenship: |
Wang Yongchao - People’s Republic of China
Trilogic Investments Limited - British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares
| 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
3
| 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, 2013:
| 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 | ||||||||||||||||||
Trilogic Investments Limited | 27,341,554 | 7.0 | %(2) | 27,341,554 | 0 | 27,341,554 | 0 | |||||||||||||||||
Yongchao Wang | 28,575,590 | (3) | 7.3 | %(4) | 28,575,590 | 0 | 28,575,590 | 0 | ||||||||||||||||
| 1 | As a percentage of 392,254,315 total outstanding issued Class A and Class B ordinary shares as of December 31, 2013, except for Yongchao Wang (“Mr. Wang”), where such number is a percentage of 393,488,351, which is adjusted to include shares that Mr. Wang has the right to acquire within 60 days of December 31, 2013. |
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 | The voting power of the shares beneficially owned represents 2.5% of total outstanding voting power of all Class A and Class B ordinary shares. |
| 3 | Consists of (a) 1,234,036 Class A ordinary shares that Mr. Wang has the right to acquire within 60 days of December 31, 2013 pursuant to the Issuer’s share option scheme and (b) 27,341,554 Class A ordinary shares held by Trilogic Investments Limited. Trilogic Investments Limited is beneficially owned by Mr. Wang. Mr. Wang is the sole director of Trilogic Investments Limited, having voting and investment control over all the shares held by Trilogic Investments Limited and therefore may be deemed to share beneficial ownership of the shares held by Trilogic Investments Limited by virtue of his status as its controlling person. |
| 4 | The voting power of the shares beneficially owned represents 2.6% of total outstanding voting power of all Class A and Class B ordinary shares. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| 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.
4
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 12, 2014
| Trilogic Investments Limited | By: | /s/ Wang Yongchao | ||||
| Name: | Wang Yongchao | |||||
| Title: | Director | |||||
| Wang Yongchao | By: | /s/ Wang Yongchao | ||||
| Name: | Wang Yongchao | |||||
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
Exhibit | Description | |
| A | Joint Filing Agreement |