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.
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”).
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 • August 20th, 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
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:
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.
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
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;
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.
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”.
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 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”):
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
BETWEEN: VODone Limited 第一視頻集團有限公司(the “Service Provider”), a company incorporated in Bermuda and existing under the laws of Bermuda with its head office located at:
Share Swap AgreementShare Swap Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
Supplementary Agreement to Personal Loan AgreementSupplementary Agreement to Personal Loan Agreement • August 20th, 2012 • 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 30 December 2011 in Guangzhou, Guangdong Province, the People’s Republic of China (“PRC”):
Dated 23 August 2011 Amendment DeedAsset Purchase Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
Relating to the Asset Purchase Agreement dated 30 September 2010 as amended by the Deed of Novation dated 11 October 2010 and the Second Deed of Novation dated 20 December 2010
Dated: October 21, 2009 King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (collectively, the “Pledgors”) And VODone Limited. (the “Pledgee”)Supplementary Agreement to Equity Pledge Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
Date: October 9, 2009 Shareholders’ Agreement among King Reach Limited (“King Reach”) and Great Faith Group Limited (“Great Faith”) and Allstrong Investments Limited (“Allstrong”) and VODone Limited (“VODone”) and Dragon Joyce Limited (“the Company”)...Shareholders’ Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
enterprise validly and lawfully incorporated and existing under the applicable laws and regulations of the People’s Republic of China) (“Huiyou Digital”). The relevant details of Huiyou Digital are set forth in Part 5 of Schedule 1.
EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENTExclusive Technology Services and Market Promotion Services Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software
THIS EXCLUSIVE TECHNOLOGY SERVICES 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 (hereinafter referred to as “China”), by and between:
Supplementary Agreement to Equity Pledge AgreementEquity Pledge Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
VODone Limited entered into an equity pledge agreement (“Equity Pledge Agreement”) with Kuang Yixun and Hu Zhenning in respect of the equity pledge on September 30, 2010. This Supplementary Agreement is entered into as a supplement to the Equity Pledge Agreement.
OWX (Beijing) Technology Co., Ltd. And Shenzhen Tastech Electronics Co., Ltd Asset Purchase Agreement September 30, 2010Asset 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 herein, the Parties hereby agree below:
Dated 23 August 2011 andShare Mortgage • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
Share Swap AgreementShare Swap Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
Dated 23 August 2011 Amendment Deed Relating to the Share Purchase Agreement dated 29 December 2010Share Purchase Agreement • August 20th, 2012 • China Mobile Games & Entertainment Group LTD • Services-prepackaged software • Hong Kong
(Trilogic, CMHJ, NVC, Action King, the Company, Mr. Wang, Mr. Zheng, Mr. Liang and VODone, together the “Parties”, and a “Party” means anyone of them).
