[Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [Name of Company: CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED Number Class A Ordinary Share( s) Number: - [no. of shares] - Incorporated under the laws of the Cayman Islands Class A Ordinary Share( s) : Share capital is US$1,000,000 divided into - [no. of shares] - 750,000,000 (i) Class A Ordinary Shares] [Our ref DLK\664902\4724197v4 +852 2971 3006 Email derrick.kan@maplesandcalder.com China Mobile Games and Entertainment Group Limited 233 Tianfu Road, Tianhe District, Guangzhou, PRC 27 August 2012 Dear Sirs China Mobile Games and Entertainment Group Limited Company Registration Statement Commission Distribution ADSs Shares We have acted as Cayman Islands legal advisers to China Mobile Games and Entertainment Group Limited (the “ 1] [11th Floor, HSBC Telephone: +8621 3857 6300 www.kirkland.com Facsimile: August 27, 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou, People’s Republic of China Re: American Depositary Shares of China Mobile Games and Entertainment Group Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below,] [觀韜律師事務所 ( 香港 ) Suite 1002, 10/F, 3 Garden Road, GUANTAO LAW FIRM (HONG KONG) ICBC Tower, Central, Hong Kong Tel: (852) 2878 1130 Fax: (852) 2878 1360 E-mail: guantaohk@guantao.com http:// www.guantao.com August 27, 2012 China Mobile Games and Entertainment Group Limited To: Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, We are lawyers] [[Under Appleby’s Letterhead] Our ref: 008284.0007 27 August 2012 Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, Re: China Mobile Games and Entertainment Group Limited (the “Company”) 1. Registration Statement (the “ . 2. For the purposes of this opinion, we have examined and relied upon the Registration Statement. 3. We have not made] [[Under Alex Ho & Co’s Letterhead] Our Reference: AH01/99999/001/EL 27 August 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, People’s Republic of China Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS We refer to the proposed listing ADSs of the American depositary shares (the “ China Mobile] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 13, 2012, in Amendment No. 1 to the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated August 27, 2012. We also consent to the] [觀韜律師事務所 ( 香港 ) GUANTAO LAW FIRM (HONG KONG) Suite 1002, 10/F, 3 Garden Road, ICBC Tower, Central, Hong Kong Tel: (852) 2878 1130 Fax: (852) 2878 1360 E-mail: guantaohk@guantao.com http:// www.guantao.com August 27, 2012 To: China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, Re: Legal Opinion] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors China Mobile Games and Entertainment Group Limited (the “Company”) August 24, 2012 Yours faithfully, EX-99.9 10 a2210847zex-99_9.htm EX-99.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors China Mobile Games and Entertainment Group Limited (the “Company”) August 24, 2012 Yours faithfully, EX-99.10 11 a2210847zex-99_10.htm EX-99.10]