China Mobile Games and Cultural Investment Limited (SEHK:8081) signed an agreement to acquire additional 25% stake in Mighty Eight Investments Limited from Hydra Capital SPC on behalf of SP#1 for approximately HKD 260 million on October 9, 2014. Under the transaction, China Mobile Games will acquire 250 million shares of Mighty Eight Investments for HKD 40 million in cash, HKD 70 million in cash and/or by issue of the promissory note at the sole discretion of China Mobile Games and issue of 645.66 million shares. The consideration shall be subject to adjustments based on audited net operating profit after tax, after adjustments of Mighty Eight Investments for financial year ended December 31, 2013, 2014 and 2015. China Mobile Games is considering undertaking fund raising activities for the purpose of financing the HKD 40 million payable in cash and HKD 70 million, failing which China Mobile Games will finance HKD 40 million by borrowings and settle HKD 70 million by way of issue of the promissory note.

For the year ended December 31, 2013, Mighty Eight Investments reported net profit after tax of CNY 58.9 million (HKD 74.71 million), revenues of CNY 111.55 million (HKD 141.48 million) and reported total assets of CNY 107.86 million (HKD 136.8 million) and net assets of CNY 69.02 million (HKD 87.53 million) as at December 31, 2013. The transaction is conditional upon approval by shareholders of China Mobile Games, the stock exchange having granted the listing of and permission to deal in, the consideration shares, all necessary approvals by relevant government bodies and/or competent authorities and/or third parties, no restriction or prohibition by any applicable laws and there being no material adverse change. If the conditions have not been fully satisfied by December 31, 2014, the agreement shall cease. The transaction is expected to be completed on the fifth business day following the date of fulfillment or waiver of all conditions precedent under the agreement. As on December 23, 2014, China Mobile Games and Cultural Investment Limited agreed to amend the acquisition long stop date from December 31, 2014 to January 31, 2015. As of January 30, 2015, it was announced that China Mobile Games and Cultural Investment Limited (SEHK:8081) will terminate the agreement to acquire additional 25% stake in Mighty Eight Investments Limited on January 31, 2015 because the conditions would not be fulfilled by the extended long stop date of January 31, 2015.

As on February 13, 2015, the transaction has been approved by shareholders of China Mobile Games. Fangda Partners acted as legal advisor for China Mobile Games. Hong Kong Registrars Limited acted as scrutineer of the vote-taking at the extraordinary general meeting. Currency conversion was done through www.oanda.com as of December 31, 2013.

China Mobile Games and Cultural Investment Limited (SEHK:8081) cancelled the acquisition of additional 25% stake in Mighty Eight Investments Limited from Hydra Capital SPC on behalf of SP#1 on January 31, 2015.