VODone : Announcements and Notices - Notice of the Annual General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Bermuda with limited liability)

(the "Company") will be held at Small Connaught Room, 1/F, Mandarin Oriental Hotel,
5 Connaught Road, Central, Hong Kong on Friday, 30 May 2014 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the Company's directors (the "Directors") and auditors (the "Auditors") for the year ended 31 December 2013;
2. To re-elect Directors and to authorize the board of Directors to fix the Directors'
remuneration;
3. To re-appoint Auditors and to authorize the board of Directors to fix their remuneration;

To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

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4. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing this resolution and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.";
5. "THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company,
shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company on the date of passing this resolution and this approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).";

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6. "THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution."; and
7. "THAT the existing scheme mandate limit under the share option scheme of China
Mobile Games and Entertainment Group Limited ("CMGE") adopted on 15 November
2011 (the "CMGE Share Option Scheme") be refreshed so that the aggregate nominal amount of share capital of CMGE to be allotted and issued upon exercise of any options to be granted under the CMGE Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the CMGE Share Option Scheme) shall not exceed 10% of the aggregate nominal amount of the share capital of CMGE in issue as at the date of passing this resolution."

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:
8. "THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from "VODone Limited" to "V1 Group Limited" (the "Change of Company Name") with effect from the date of entry of the new English name of the Company on the register maintained by the Registrar of Companies in Bermuda while the current Chinese
secondary name of "1ll�{l!Jii:lillfIHi't" of the Company will remain unchanged,
and that any one Director be and is hereby authorised to do all such acts, deeds and things and execute all such documents he/she considers necessary or expedient in connection with the implementation of or giving effect to the Change of Company Name."
By order of the Board

Chairman

Hong Kong, 23 April 2014

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Notes:

1. Any member of the Company ("Member") entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Member. A Member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders present at the meeting personally or by proxy, the most senior shall alone be entitled to vote, whether in person or by proxy, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of joint holding.

3. To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre,

183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of

the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. The register of members of the Company will be closed from 28 May 2014 to 30 May 2014, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on 27 May 2014.

5. In relation to the ordinary resolutions set out in items 4, 5 and 6 of the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.

6. Where typhoon signal no. 8 (or above) or black rainstorm warning is hoisted or remains hoisted at 7:30 a.m. on 30 May 2014, the Annual General Meeting to be held at Small Connaught Room, 1/F, Mandarin Oriental Hotel, 5 Connaught Road, Central, Hong Kong on 30 May 2014 at 10:30 a.m. will be adjourned to such date, time and place as the board of Directors may decide and announce by issuing further announcement.

As at the date of this announcement, the directors of the Company are:

Executive directors:

Dr. ZHANG Lijun (Chairman)

Ms. WANG Chun

Independent non-executive directors: Dr. LOKE Yu (alias LOKE Hoi Lam) Mr. WANG Zhichen

Mr. WANG Linan

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