China Mobile Games & Entertainment (CMGE) Inactive
Filed: 11 Feb 15, 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. 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
| 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
| 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
| 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
| 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
| 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
| 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
| 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
| 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
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
LIST OF EXHIBITS
Exhibit | Description | |
| A | Joint Filing Agreement | |