CMGE (MM)

 

 

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 6

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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)  ¨
(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       24,999,522 Class A ordinary shares
				(6)		Shared voting power       0
				(7)		Sole dispositive power       24,999,522 Class A ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       24,999,522 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       5.7%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 2 of 6

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CUSIP No.: 16952T 100

 

(1)		Name of reporting persons   Yongchao Wang
(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       27,407,410 Class A ordinary shares
				(6)		Shared voting power       0
				(7)		Sole dispositive power       27,407,410 Class A ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       27,407,410 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       6.2%1
(12)		Type of reporting person       IN

 

1	As a percentage of 440,753,045 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 Yongchao Wang has the right to acquire within 60 days of December 31, 2014.

 

Page 3 of 6

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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:

Trilogic Investments Limited

Yongchao Wang

 

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:

Yongchao Wang - People’s Republic of China

Trilogic Investments 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 4 of 6

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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
Trilogic Investments Limted			24,999,522	(2)			5.7	%(3)			24,999,522				0				24,999,522				0
Yongchao Wang			27,407,410	(4)			6.2	%(5)			27,407,410				0				27,407,410				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 Yongchao Wang (“Mr. Wang”), where such number is a percentage of 440,753,045, which is adjusted to include shares that Mr. Wang has 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 24,999,522 Class A ordinary shares held by Trilogic Investments Limited, including 8,193,248 Class A ordinary shares in the form of American Depositary Shares.

3	The voting power of the shares beneficially owned represents 2.2% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer.

4

Consists of (a) 2,407,888 Class A ordinary shares that Mr. Wang has the right to acquire within 60 days of December 31, 2014 pursuant to the Issuer’s share option scheme, and (b) 24,999,522 Class A ordinary shares held by Trilogic Investments Limited, including 8,193,248 Class A ordinary shares in the form of American Depositary Shares. 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.

5	The voting power of the shares beneficially owned represents 2.4% 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.

 

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 5 of 6

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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

 

Trilogic Investments Limited				By:		/s/ Yong Chao Wang
				Name:		Yongchao Wang
				Title:		Director
Yongchao Wang				By:		/s/ Yongchao Wang
				Name:		Yongchao Wang

[Signature Page to Schedule 13G]

 

Page 6 of 6

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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.

 

Trilogic Investments Limited				By:		/s/ Yong Chao Wang
				Name:		Yongchao Wang
				Title:		Director
Yongchao Wang				By:		/s/ Yongchao Wang
				Name:		Yongchao Wang

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