CHINA MOBILE GAMES ENTERTAINMENT GROUP LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2012Deposit Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
DEPOSIT AGREEMENT dated as of , 2012 among CHINA MOBILE GAMES ENTERTAINMENT GROUP LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [·] by and between China Mobile Games and Entertainment Group Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
China Mobile Games and Entertainment Group Limited 3,442,000 American Depositary Shares Each Representing UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [·] by and between China Mobile Games and Entertainment Group Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [·], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
PURCHASE AGREEMENTPurchase Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
This Purchase Agreement (this “Agreement”), dated as of July 26, 2013, is by and between Champion Plus Group Limited, a company organized under the laws of the British Virgin Islands (the “Purchaser”), and China Mobile Games and Entertainment Group Limited, a company organized under the laws of the Cayman Islands (the “Company”). The Purchaser and the Company are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
October 9, 2009 Asset Purchase Agreement By and among Huiyou Digital (Shenzhen) Co., Ltd. And Shenzhen Kuailefeng Software Development Co., Ltd.Asset Purchase Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained below, both parties hereby agree below:
SP Cooperation Agreement Regarding China Mobile Cellphone Game BusinessSp Cooperation Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Mailing Address: No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address: Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province
VOTING PROXY AGREEMENTVoting Proxy Agreement • September 7th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Dated 23 August 2011 (“Mortgagors”) Share Mortgage Relating to Shares in the Capital of VODone Limited and Amendment Deed Relating to the Share Purchase Agreement dated 9 October 2009Share Mortgage • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
Supplementary AgreementSupplementary Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
SUPPLEMENTARY AGREEMENTSupplementary Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER among PEGASUS INVESTMENT HOLDINGS LIMITED PEGASUS MERGER SUB LIMITED and CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED Dated as of June 9, 2015Merger Agreement • June 9th, 2015 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2015 (this “Agreement”), among Pegasus Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Pegasus Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and China Mobile Games and Entertainment Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
Huiyou Digital (Shenzhen) Ltd. Domestic and Overseas Mobile Phone Market Cooperation Agreement for Mobile Phone Game Product Preinstalling Technology (Profit Sharing Mode)Cooperation Agreement for Mobile Phone Game Product • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Party A and Party B, adhering to the principles of mutual benefit and common development, fully leveraging on their respective resource advantages and on the basis of friendly negotiations, hereby enter into the following cooperation terms:
Supplementary Agreement to Personal Loan AgreementSupplementary Agreement to Personal Loan Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
The following parties hereby enter into this Supplementary Agreement to Personal Loan Agreement (“this Agreement”) on 10 September 2013 in Shenzhen, China:
NON-COMPETE AGREEMENTNon-Compete Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • New York
This Non-Compete Agreement (this “Agreement”) is made as of 21 October 2011 by and between China Mobile Games and Entertainment Group Limited (“CMGE”), a company organized under the laws of the Cayman Islands, and VODone Limited (“VODone”), a company organized under the laws of Bermuda.
SUPPLEMENTARY AGREEMENTVoting Proxy Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
The Parties hereby enter into the following terms and conditions supplementary to the Voting Proxy Agreement based on the principles of mutual benefit, mutual development, equality and free will, and after friendly negotiation of the Parties.
Date: December 31, 2010Shareholders’ Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
Unless otherwise provided for herein, the terms used in this Agreement (incl. the foreword) have the same meanings as defined herein.
Share Swap AgreementShare Swap Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
PERSONAL LOAN AGREEMENT BETWEEN HUIYOU DIGITAL (SHENZHEN) LIMITED AND KEN JIAN XIAO EXECUTED IN SHENZHEN ON 10 SEPTEMBER 2013Personal Loan Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
THIS PERSONAL LOAN AGREEMENT (“this Agreement”) is entered into on the 10th day of September, 2013, by and between the following parties:
EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT BETWEEN HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 13 SEPTEMBER 2013Exclusive Technology and Market Promotion Services Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
THIS EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT (“this Agreement”) is made and entered into as of October 28, 2009 in Guangzhou, the People’s Republic of China (“China”), by and between:
Supplemental Payment AgreementSupplemental Payment Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
This Supplemental Payment Agreement (hereinafter “this Agreement”) is signed by and between the following parties on June 18th, 2012 in the PRC:
Dated: October 21, 2009 King Reach Limited Great Faith Group Limited Allstrong Investments Limited (collectively, the “Sellers”) And VODone Limited (the “Purchaser”)Supplementary Agreement to Share Purchase Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Dated: September 30, 2010 Kuang Yixun, Hu Zhenning And VODone Limited Equity Pledge AgreementEquity Pledge Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
(In this Agreement, Party A and Party B are hereinafter referred to as “Party A and Party B” or the “Parties” and individually referred to as a “Party”.)
PERSONAL LOAN AGREEMENTPersonal Loan Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Guangzhou Yitongtianxia Software Development Co., Ltd. (“Lender”), a wholly foreign owned enterprise duly organized and existing under the laws of the People’s Republic of China (“China”), with its registered address at No.1-6 (Self-numbered), 1501, No.233, Tianfu Road, Tianhe District, Guangzhou;
Technology Services AgreementTechnology Services Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
NOW, THEREFORE, Party A and Party B hereby enter into this Technology Services Agreement regarding the cooperation and utilization of Party A’s mobile phone network game engine software to develop games and promote game products, based on the principles of mutual benefit, mutual development, serving customers, equality and free will and through friendly negotiations.
Exclusive Business Cooperation Agreement between Huiyou Digital (Shenzhen) Co., Ltd. and Shenzhen Kuailefeng Software Development Co., Ltd. October 9, 2009Exclusive Business Cooperation Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by and between the following parties on October 9, 2009 in Shenzhen.
Technological Cooperation Agreement for Mobile Games Promotion (Cooperation with Domestic Project Agent) Contract No.: B-SZ-OYH-20121001-0001Technological Cooperation Agreement • April 26th, 2013 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
By adhering to the principle of mutual benefit and common development, and for the purpose of giving full play to their respective advantages in resources, Party A and Party B hereby enter into the following terms for cooperation after friendly negotiation:
Cooperation AgreementCooperation Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
NOW, THEREFORE, in accordance with the Contract Law of the People’s Republic of China and the relevant laws and regulations and based on the principles of equality, voluntariness and mutual benefits, Party A and Party B have reached the following agreement in respect of their cooperation in the field of mobile games after friendly consultation:
SHARE PLEDGE AGREEMENTShare Pledge Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
For purposes of this Agreement, CMHJ and Ventech are hereinafter collectively referred to as the “Pledgees” and individually as a “Pledgee”; and the Pledgor and Pledgees are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
VOTING PROXY AGREEMENT AMONG KEN JIAN XIAO, XIONGFEI LIU HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013Voting Proxy Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Supplementary Agreement to Technology Services AgreementTechnology Services Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
This Supplementary Agreement to Technology Services Agreement (“this Agreement”) is hereby enter into between the following parties on 13 September 2013 in Shenzhen, China:
Agreement on Issues regarding Shareholder Voting ProxyShareholder Voting Proxy Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
This Agreement on Issues regarding Shareholder Voting Proxy (this “Agreement”) is entered into by and between the following parties in Guangzhou, Guangdong Province, the PRC on 16 December 2011:
EQUITY PLEDGE AGREEMENT AMONG KEN JIAN XIAO, XIONGFEI LIU HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013Equity Pledge Agreement • March 7th, 2014 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 16 September 2013 in Shenzhen, the People’s Republic of China (“China”):
Equity Pledge AgreementEquity Pledge Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 28 October 2009 in Guangzhou, the People’s Republic of China (“PRC”):
