CMGE (MM)

As filed with the Securities and Exchange Commission on February 6, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

China Mobile Games and Entertainment Group Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Block A, 15/F Huajian Building

233 Tianfu Road, Tianhe District

Guangzhou, PRC

(86) 20 8561 3455

(Address of registrant’s principal executive offices and zip code)

 

 

China Mobile Games and Entertainment Group Limited Share Option Scheme

(Full Title of the Plan)

 

 

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, New York 10036-8401

(Name and address of agent for service)

 

 

800-927-9800

(Telephone number, including area code, of agent for service)

 

 

Copies to:

David T. Zhang, Esq.

Benjamin Su, Esq.

Kirkland & Ellis International LLP

26th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Hong Kong

(852) 3761 3300

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered(1)		Amount to be registered(2)		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Class A ordinary shares, par value US$0.001 per share		5,851,482(3)		US$2.074(3)		US$12,135,974		US$1,410
Class A ordinary shares, par value US$0.001 per share		1,462,860(3)		US$1.445(3)		US$2,113,833		US$246
Class A ordinary shares, par value US$0.001 per share		26,072,129(4)		US$1.202(4)		US$31,338,699		US$3,642
Total		33,386,471		—		US$45,588,506		US$5,298

(1)

The shares being registered hereby may be represented by American depositary shares, or ADSs, of China Mobile Games and Entertainment Group Limited (the “Registrant”), each ADS representing 14 Class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-183539).

(2)

This Registration Statement registers Class A ordinary shares issuable pursuant to the Share Option Scheme (the “Scheme”) which became effective November 15, 2011. In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also relates to an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Scheme.

(3)	These shares are issuable upon exercise of outstanding options granted under the Scheme, and the proposed maximum offering price per share represents the exercise price of these options.

(4)

These shares are reserved for future award grants under the Scheme, and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee under Rule 457(h) and 457(c) under the Securities Act, based on the average of the high and low prices for the Registrant’s ADSs, as reported on the Nasdaq Global Market on February 4, 2015.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 registers the offer and sale of an additional 33,386,471 Class A ordinary shares of the Registrant for issuance under the Scheme. In accordance with Instruction E to Form S-8, the contents of the prior Registration Statement (File No. 333-184378) are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

 

(a)

The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2013 (File No. 001-35645) filed with the Commission on March 7, 2014;

 

(b)

The Registrant’s Reports of Foreign Private Issuer on Form 6-K (File No. 001-35645) filed with the Commission on March 26, 2014, May 16, 2014, August 14, 2014, August 18, 2014, November 17, 2014 and December 11, 2014;

 

(c)

The Registrant’s Registration Statement on Form F-6 (File No. 333-183539) filed with the Commission on August 24, 2012; and

 

(d)

The description of the Registrant’s Class A ordinary shares and ADSs contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-35645) filed with the Commission on September 7, 2012, including any amendment and report subsequently filed for the purpose of updating that description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

See the attached Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, China, on February 6, 2015.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Hendrick Sin and Ken Fei Fu Chang, with full power to act alone, as his or her true and lawful attorneys-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 6, 2015.

 

Signature		Title
/s/ Lijun Zhang		Chairman
Name: Lijun Zhang
/s/ Hendrick Sin		Vice-chairman of the board
Name: Hendrick Sin
/s/ Yongchao Wang		Vice-chairman of the board
Name: Yongchao Wang
/s/ Ken Jian Xiao		Director and Chief Executive Officer
Name: Ken Jian Xiao
/s/ Ken Fei Fu Chang		Director and Chief Financial Officer
Name: Ken Fei Fu Chang
/s/ Chen-Wen Tarn		Director
Name: Chen-Wen Tarn
/s/ Estella Yi Kum Ng		Director
Name: Estella Yi Kum Ng
/s/ David Ku		Director
Name: David Ku
/s/ Joel Chang		Director
Name: Joel Chang
/s/ Giselle Manon		Authorized U.S. Representative
Name: Giselle Manon (Service of Process Officer) on behalf of Law Debenture Corporate Services Inc.

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form F-1, as amended (Registration No. 333-183423) filed with the Securities and Exchange Commission)
4.2		Deposit Agreement among the Registrant, the depositary and holders of the American depositary shares issued thereunder (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form F-1, as amended (Registration No. 333-183423) filed with the Securities and Exchange Commission)
5.1*		Opinion of Maples and Calder, counsel to the Registrant, regarding the legality of the Class A ordinary shares
10.1		Registrant’s Share Option Scheme (incorporated by reference to Exhibit 10.47 to the Registrant’s Registration Statement on Form F-1, as amended (Registration No. 333-183423) filed with the Securities and Exchange Commission)
23.1*		Consent of Ernst & Young Hua Ming LLP, an independent registered public accounting firm
23.2*		Consent of Maples and Calder (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereto)

 

*	Filed herewith.

Exhibit 5.1

 

Our ref		DLK/664902-000001/7796431v3
Direct tel		+852 2971 3006
Email		derrick.kan@maplesandcalder.com

China Mobile Games and Entertainment Group Limited

Block A, 15/F, Huajian Building

233 Tianfu Road, Tianhe District

Guangzhou

People’s Republic of China

6 February 2015

Dear Sirs

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

We have been asked to render this opinion in our capacity as counsel as to Cayman Islands law to the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission, relating to the registration under the Securities Act of 1933, as amended, (the “Act”) of an aggregate amount of 33,386,471 Class A Ordinary Shares of par value US$0.001 each in the authorised but unissued share capital of the Company (the “Shares”) for issuance pursuant to the Company’s Share Option Scheme (the “Scheme”).

We have reviewed the corporate authorisations of the Company in connection with the Scheme and the issue of the Shares by the Company and have assumed that the Shares will be issued in accordance with the Scheme and the resolutions authorising their issue.

It is our opinion that the Shares to be issued by the Company have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Scheme and in accordance with the resolutions adopted by the board of directors of the Company (or any individual or committee to whom the board of directors have delegated their powers with respect to administration of the Scheme) and when appropriate entries have been made in the register of members of the Company, will be legally issued, fully paid and non-assessable.

This opinion is subject to the qualification that under the Companies Law (2013 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2013 Revision) directs or authorises to be inserted therein. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

In this opinion the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Yours faithfully

/s/ Maples and Calder

Maples and Calder

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) 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 its Annual Report (Form 20-F) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young Hua Ming LLP

Shenzhen, the People’s Republic of China

February 6, 2015